Exhibit 10.19
                                  ------------- 

                         SOFTWARE REMARKETING AGREEMENT
                                     between
                          Synthonics Technologies, Inc.
                                       and
                     Evans & Sutherland Computer CORPORATION


This Agreement is effective January 22, 1999 ("Effective  Date") between Evans &
Sutherland   Computer   Corporation,   a   Utah   corporation,   including   its
majority-owned  subsidiaries,  with its principal place of business at 600 Komas
Drive,  Salt Lake City, Utah 84108 ("E&S") and Synthonics  Technologies,  Inc. a
Utah  corporation,  with its  principal  place of  business at 31324 Via Colinas
#106, Westlake Village, CA 91362 ("Company").

                                     RECITAL

Company  has  developed  technology  and  software  programs  for the purpose of
rapidly  constructing   photo-textured  3D  models  from  digital  images.  This
Agreement  allows for  Company's  software  programs to be integrated or bundled
with E&S software  and/or  hardware  products  and  marketed and sold  worldwide
through  E&S sales  distribution  channels.  E&S will market  these  products to
potential  customers  and pay certain  compensation  to Company for  sublicenses
granted under the terms and  conditions of this  Agreement.  E&S will not market
and sell stand-alone versions of Company's software programs.

                                    AGREEMENT

The parties agree as follows:

1.   DEFINITIONS. The following definitions shall apply to this Agreement:

     (a)  "Software  Programs"  means the object  code form of Company  software
          products which are listed in Exhibit A,  including user  documentation
          and  translators,  libraries and user interfaces  which allow Software
          Programs to be integrated  and/or  compatible with E&S software and/or
          hardware  products.  The term  "Software  Programs"  also includes all
          releases,  revisions,  enhancements  and updates to Software  Programs
          during the term of this Agreement.

     (b)  "Customer" means an end-user who has been offered or acquires Software
          Programs under the terms of an E&S license agreement.

     (c)  "Support  Customer" means a Customer who purchases E&S support service
          for E&S software and/or hardware products, which include integrated or
          bundled  Software  Programs,   under  the  terms  of  an  E&S  support
          agreement.

2.   TERM OF AGREEMENT.  This  Agreement  takes effect on the Effective Date and
     expires 2 years after that date ("Initial Term").  This Agreement will then
     be automatically renewed for 3 years. After the Initial Term, the Agreement
     may  be   terminated  by  either  party  giving  12  months  prior  written
     notification.

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3.   Confidentiality.  To assist in their  performance  under this Agreement the
     parties may exchange certain  information  which the disclosing party deems
     confidential.  All confidential  information disclosed under this Agreement
     will  be  disclosed  and  treated  in  accordance  with  the   Confidential
     Information Exchange Agreement (CIEA) attached as Exhibit B. The CIEA shall
     remain in force during the term of this  Agreement and for a period of five
     years following expiration or termination of this Agreement.

4.   SOFTWARE  PROGRAM  DEVELOPMENT.  The parties shall perform their respective
     responsibilities  to develop,  deliver and maintain  Software Programs when
     and as described in Exhibits C and G.

5.   GRANT OF LICENSES.

     5.1  Software Programs.  Company grants E&S a  nontransferable,  worldwide,
          irrevocable license to use, reproduce and sublicense Software Programs
          and to integrate or bundle  Software  Programs with E&S products,  for
          the following purposes:

          (a)  to sublicense  Software  Programs  which have been  integrated or
               bundled into E&S  products to Customers  pursuant to the terms of
               this Agreement;

          (b)  for  use  by  E&S,  including  its  employees,   consultants  and
               contractors, for the following purposes:

               (i)  E&S internal use;
                        
               (ii) quality assurance tests,  demonstrations  and benchmarks for
                    potential sales; and (iii) providing support to Customers;

          (c)  to  temporarily   sublicense  Software  Programs  to  prospective
               Customers,  for  evaluation  purposes  under  E&S  standard  loan
               processes,  which may include the use of a  shrink-wrap  license;
               and

          (d)  to sublicense Software Programs to colleges and universities.

     5.2  Exclusivity.   The  licenses   granted  in  Subsection  5.1  shall  be
          nonexclusive,  except  for the  Exclusivity  Provisions  specified  in
          Exhibit F.

     5.3  License Survival. The licenses granted in Subsection 5.1 shall survive
          and continue  through any  bankruptcy  proceeding  involving  Company,
          subject to E&S  obligations  pursuant  to Section  8.  Termination  or
          expiration of this Agreement shall have no effect on the licenses then
          existing between E&S and its sublicensees.

          Company and E&S agree that in the event a  proceeding  is commenced by
          or  against  Company  under the  United  States  Bankruptcy  Code (the
          "Code"),  Section  365(n)  of the  Code  will  be  applicable  to this
          Agreement  and that,  for purposes of applying  Section  365(n),  this
          Agreement is an "executory  contract," all rights and licenses granted

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          to E&S under or pursuant to this Agreement are, and shall otherwise be
          deemed to be, licenses to rights of "intellectual  property,"  Company
          is a "licensor of a right to  intellectual  property,"  as those terms
          are  defined  and used in the Code,  and that the  "Escrow  Agreement"
          attached as Exhibit E and executed by Company in  connection  herewith
          constitutes  "agreements  supplementary"  to this  Agreement  and E&S'
          license of  Software  Programs,  as that term is used in the Code.  If
          Company is under any  proceeding  under the United  States  Bankruptcy
          Code (the  "Code")  and the  trustee  in  bankruptcy  of  Company,  or
          Company,  as a debtor in possession,  rightfully elects to reject this
          Agreement  or the Escrow  Agreement,  E&S may,  pursuant  to 11 U.S.C.
          Sections  365(n)(1)  and  (2),  retain  any  and  all of  E&S'  rights
          hereunder  and  thereunder,  to the maximum  extent  permitted by law,
          subject to the payments specified herein and the conditions  specified
          therein.

     5.4  Use of  Trademarks,  Tradenames.  E&S  shall  have  the  right  to use
          Company's name and trademarks in connection  with the  distribution of
          Software  Programs.  E&S may, at its option, use or apply its own name
          and  trademarks  in  connection  with  the  products  covered  by this
          Agreement.  E&S will  prominently  display  Company's name in Software
          Programs which are integrated or bundled into E&S products.

     5.5  E&S  Software.  E&S grants  Company a  non-exclusive,  nontransferable
          royalty-free  license to use E&S software provided to Company pursuant
          to the terms and conditions of Exhibit D,  exclusively  for performing
          Company's responsibilities as described in the Agreement.

6.   Title and  Ownership.  Title to all E&S  software  (including  content) and
     hardware,  all patents and copyrights,  and all copies  thereof,  excluding
     Software Programs, and all specifications, designs, programs, utilities and
     trademarks  provided by E&S under this Agreement shall remain with E&S. E&S
     shall also have title to all derivative  software and hardware developed by
     E&S  personnel  or  agents,  whether  or not  this  development  occurs  in
     collaboration with Company. Title to all Software Programs, all patents and
     copyrights, and all copies thereof, excluding any E&S software and hardware
     or derivative works, and all specifications,  designs, programs,  utilities
     and trademarks  provided by Company under this Agreement  shall remain with
     Company.

7.   ESCROW OF SOURCE CODE.  Concurrently  with the execution of this Agreement,
     the parties shall execute the Escrow Agreement attached as Exhibit E. Prior
     to or  concurrently  with the delivery of any Software  Programs under this
     Agreement,  Company  shall  transfer  to the escrow  agent under the Escrow
     Agreement the source code and materials  described in the Escrow Agreement.
     Materials  placed  into  escrow  will be  released  to E&S on the terms and
     conditions set forth in the Escrow Agreement.

8.   FEES AND PAYMENT.

     8.1  Royalty Fees. As described in Exhibit A, E&S shall pay fees to Company
          for  Software  Programs  sublicensed  to  Customers  and  for  support
          provided  to  Support  Customers.   Payments  are  payable  quarterly,

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          beginning  with the  quarter in which the first  shipment  for revenue
          occurs, within 30 days following the end of each calendar quarter. E&S
          shall  provide a statement  showing the number of  sublicenses  of the
          Software Programs during the calendar quarter for which a fee is owed,
          and a  calculation  of the fees due.  Company  shall have the right to
          audit the  accounting  and sales books and records of E&S  relevant to
          this Agreement to ensure  compliance with the terms of this Agreement.
          Any such audit shall be conducted by a representative  of a nationally
          recognized  independent  certified public accounting firm whose fee is
          paid by Company, other than on a contingent fee basis, and who signs a
          non-disclosure  agreement  reasonably  acceptable to E&S. E&S shall be
          entitled  to 30 days prior  written  notice to  schedule an audit on a
          mutually  convenient  date and such audit  shall not be held more than
          once per calendar year.

     8.2  Prepaid  Royalty  Fees.  E&S will  prepay  royalties  in the amount of
          $40,000,  as provided below,  upon the successful  delivery by Company
          and  the  acceptance  by E&S  of  Software  Programs  which  meet  E&S
          requirements.  These  prepaid  royalties  will be  applied as a credit
          against  royalty fee payments  due to Company from E&S. No  additional
          royalty fee payments  will be made to Company by E&S until this credit
          has been eliminated. Fees will be paid as follows:

          -    $20,000 upon delivery and acceptance of Software Programs meeting
               the  Model  Generation  functionality  outlined  in the  document
               "Software Specification - Existing Building Modeler" on or before
               2/28/99; and

          -    $20,000  upon  delivery  and  acceptance  of  completed  Software
               Programs  which are fully  tested and ready for Beta  testing and
               which  meet  the  Performance  Goals  outlined  in  the  document
               "Software Specification - Existing Building Modeler" on or before
               4/30/99.

9.   DISTRIBUTION AND MARKETING.

     9.1  Distribution. E&S shall have the right to distribute Software Programs
          worldwide through whatever sales distribution  channels that E&S shall
          deem   appropriate,   including   telesales  and   independent   sales
          organizations and distributors. E&S makes no representations as to the
          level of  marketing  and sales effort it will provide or the number or
          volume of sales that will be made under this Agreement.

     9.2  Pricing  and  Discounts.  Company  guarantees  that  the  pricing  and
          discounts  terms  extended to E&S for  Software  Programs  shall be at
          least  as  favorable  as  Company's  best  distribution   pricing  and
          discounts for all  distribution  channels  used by Company,  including
          direct  channels  within  Company,   and  indirect  channels  such  as
          representatives, distributors, joint marketing agents, and other OEM's
          (collectively  "Distribution  Channel").  If Company extends prices or
          discounts  to any  Distribution  Channel  more  favorable  than  those
          extended to E&S, E&S shall receive corresponding prices and discounts.
          Such price decrease for E&S shall be effective as of the date on which
          it is granted for any other  Distribution  Channel.  Company agrees to
          undergo at E&S request and  expense an audit by an  independent  third
          party to assure compliance with this section.

      
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     9.3  Commissions.  E&S will be  responsible  for any  commissioning  of its
          sales  representatives  on the  sales  of  Software  Programs  made to
          Customers.

     9.4  Competitors.  Company  shall not enter into any  agreement to directly
          provide  or market  Software  Programs  to any other  company  for the
          purposes  in the  markets  prohibited  in Exhibit F during the Initial
          Term of this Agreement. The "Exclusivity Provisions" of Exhibit F will
          terminate  immediately  if the E&S Pixel Products  Division  begins to
          market and sell  products in which  Company's  Software  Programs have
          been replaced with  alternative  technology  for rapidly  constructing
          photo-textured 3D models of existing structures from digital images.

     9.5  Independent  Development.  Except as provided in this section, nothing
          in this  Agreement  shall  prohibit  either  party from  independently
          developing, marketing, distributing, and/or licensing similar products
          or  engaging a third  party to  develop,  market,  distribute,  and/or
          license such products or establishing a business relationship with any
          third party with products similar to those of the other party.

10.  REPRESENTATIONS AND WARRANTIES.

     10.1 Rights and Title. Company represents and warrants that it has title to
          Software  Programs  and the right to enter into and grant the licenses
          described in this Agreement. Company represents that it has sufficient
          facilities,   resources  and  personnel  to  adequately   perform  its
          obligations  under this Agreement and is not precluded by any existing
          agreement  from  entering  into or  performing  under this  Agreement.
          Company  warrants  that  Company  distribution  agreements  shall  not
          preclude E&S in any way from distributing  Software Programs worldwide
          to the markets identified in Exhibit F.

     10.2 Year  2000;   Harmful  Code.  The  Software  Programs  are  Year  2000
          Compliant.  As used in the preceding  sentence,  "Year 2000 Compliant"
          means that the Software Programs will function  accurately and without
          interruption  before,  during  and after  January  1,  2000,  and will
          accurately process date and time data (including,  but not limited to,
          calculating,  comparing,  sequencing,  sorting and representing) from,
          into and between the twentieth  and  twenty-first  centuries,  and the
          years 1999 and 2000 and leap year  calculations,  to the  extent  that
          other  technology  used in  combination  with  the  Software  Programs
          properly exchanges date and time data with such programs. The Software
          Programs do not contain  any virus or other  code,  including  but not
          limited to codes,  commands or  instructions  that may be used without
          authorization to access, alter, delete, damage or disable the Software
          Programs or technology used in combination with the Software Programs.

     10.3 Software  Program  Performance.  Company  represents and warrants that
          Software  Programs  shall  meet  at  a  minimum  the  performance  and

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          functional  specifications  set forth in all  applicable  data sheets,
          user  and  reference   documentation   and  in  all  Software  Program
          specifications,  including the requirements agreed between Company and
          E&S as provided in Exhibit C.  Company  warrants to E&S that  Software
          Programs will  substantially  conform with such  specifications  for a
          period of 90 days  after  installation  at a  Customer's  site  unless
          modified  or  misused.   Pursuant  to  Exhibit  G,  E&S  shall  report
          non-conforming  Software  Programs  to  Company  to enable  Company to
          address and  correct the  non-conformity.  Where a  non-conformity  is
          identified by a Customer which  significantly  affects  performance in
          accordance   with   such   published   specifications,   and   written
          notification  is  provided to E&S within the 90 day  warranty  period,
          Company will use its best efforts to provide, at no cost,  appropriate
          resolution by telephone to correct or avoid such non-conformity.  If a
          Customer  returns a Software  Program  or  withholds  payment  for the
          Software  Program for any reason,  E&S may withhold the sublicense fee
          payment  until  payment for the Software  Program is received from the
          Customer or shall  receive  credit from Company if payment has already
          been made to Company.

11.  SOFTWARE PROGRAM Support.  Support for Software  Programs shall be provided
     by the parties pursuant to this section.

     11.1 Technical  Support.  Company shall provide E&S with technical  support
          and  telephone  support to enable  E&S to  provide  support to Support
          Customers pursuant to the requirements in Exhibit G.

     11.2 Diagnostic   Software.   Company  shall  provide  E&S  with  available
          diagnostic software,  which is not otherwise  commercially  available,
          for installation,  troubleshooting and support of Software Programs at
          no charge.

     11.3 Intentionally Omitted.

     11.4 Support  Following  Termination  or  Expiration.  Upon  termination or
          expiration  of this  Agreement  for  any  reason  or if a third  party
          purchases or acquires an interest in Company, Company agrees that, for
          a period of two years,  Company or its  successor  in  interest  shall
          continue  to provide to E&S and  Support  Customers  the same level of
          support as described in this section at the price  effective  pursuant
          to  this  Agreement  on  the  date  of   expiration,   termination  or
          consummation of the Sale or Acquisition, whichever applies. Failure of
          Company or its successor in interest to provide such support  services
          shall be subject to E&S' rights under  Section 7 and Exhibit E. If E&S
          has  obtained  the source  code and a fully paid  license to  Software
          Programs by  exercising  its rights under Section 7 and Exhibit E, E&S
          will assume total responsibility for support.

12.  TRAINING AND SALES SUPPORT.

     12.1 Training.   Company  will  provide  without  charge  training  in  the
          operation  and  support  of  Software  Programs  to E&S  personnel  as
          necessary to fulfil the terms and intent of this  Agreement.  E&S will
          supply all necessary demonstration equipment for the training. The E&S
          Liaison  identified in Section 13 below will  coordinate  requests for
          training.  Each party  shall be  responsible  for its travel  expenses
      
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          incurred in attending or providing  training,  provided  that training
          takes place at E&S  headquarters in Salt Lake City.  Company shall not
          be required to provide  more than forty  teacher  hours per quarter of
          training.

     12.2 Pre/Post-sales Support. Company will provide without charge reasonable
          levels of pre-sales and post-sales support, including Customer visits,
          joint sales calls,  demonstrations and benchmark support, for Software
          Programs to E&S and Customers  during the term of this Agreement.  E&S
          shall pay out-of-pocket travel expenses for such support.

     12.3 Product  Bulletins.   Company  will  provide  without  charge  product
          improvement,  technical,  service and other product-related  bulletins
          describing  all  improvements  and  anticipated  changes  in  Software
          Programs  and  in  service  techniques  and  procedures.  All  written
          information shall be provided  electronically in Microsoft Word format
          or shipped at no charge to the Liaison identified in Section 13.

     12.4 Sales  Leads.  Company  sales staff will contact the  appropriate  E&S
          regional  sales  personnel with any sales leads they may identify that
          E&S could supply.

13.  LIAISONS AND REVIEW.

     13.1 Liaisons.  Each party shall  cooperate and provide such  assistance to
          the other,  including  the  execution  of such  additional  documents,
          instruments,   agreements  and  certificates  and  taking  such  other
          actions,  as may be reasonably  requested and necessary to fulfill the
          purposes  described  in this  Agreement.  Each  party  designates  the
          following  representative as its liaison to coordinate the performance
          of its  responsibilities  and exchange  information.  Either party may
          designate  a  replacement  liaison  by giving the other  party  notice
          pursuant to Section 17.2.

          Company:                                    E&S:
          F. Michael Budd                             Robert Ard
          31324 Via Colinas #106                      Pixel Products Division
          Westlake Village, CA  91362                 600 Komas Drive
                                                      Salt Lake City, UT  84108
          Phone: 818-707-6000                         Phone: 801-588-1489
          Fax:   818-707-6016                         Fax:     801-588-4551

     13.2 Quarterly Review Meetings.  Unless otherwise agreed, the parties shall
          have  quarterly  meetings to review all aspects of this  Agreement and
          the overall performance of the parties.  Such quarterly meetings shall
          be  held   alternately   at  E&S'   headquarters   and  at   Company's
          headquarters.

14.  PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION.

     14.1 Non-infringement.  Company warrants that Software Programs,  including
          without  limitation  each  component,  and the use  and  licensing  of

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          Software  Programs  will not  infringe  upon or  violate  any  patent,
          copyright or trade secret of any third party.

     14.2 Indemnification.  Company  will  defend,  at  its  expense,  and  will
          indemnify  and hold  harmless E&S against any loss,  cost,  expense or
          liability  arising  out of any claim by a third  party  against E&S or
          Customers asserting or involving a patent, copyright,  trade secret or
          proprietary  right violation  involving any Software Programs acquired
          by or  licensed  to E&S  under  this  Agreement,  whether  or not such
          Software  Programs  have  been  transferred  or  sublicensed  to third
          parties,  and whether or not such claim is successful,  provided:  (a)
          Company is notified by E&S in writing  within a reasonable  time after
          E&S' receipt of written notice of such claim,  action or allegation of
          infringement;   (b)  Company  is  provided  all  material  information
          reasonably  available to E&S and  reasonable  assistance  to settle or
          defend the action;  and (c) Company is granted  control of the defense
          or settlement of the action subject to E&S' reasonable approval.

     14.3 Infringement Claim. If an injunction or order is obtained against E&S'
          or Customers'  use or  sublicense  of Software  Programs or if Company
          determines that Software  Programs are likely to become the subject of
          a claim of  infringement  or violation of a patent,  copyright,  trade
          secret or other proprietary  right of a third party,  Company will, at
          its option and  expense:  (a)  procure  for E&S the right to  continue
          using and sublicensing  Software  Programs and for Customers the right
          to continue using Software Programs; or (b) replace or modify the same
          so  that  it  becomes  noninfringing  provided  such  modification  or
          replacement  does not adversely affect the  specifications  for or the
          use or operation of Software Programs by E&S or Customers.  If neither
          (a) nor (b) is reasonably  available,  Company shall accept the return
          of Software  Programs  and all other  Company-supplied  products  with
          which the infringing  product is  integrated,  refund the fees paid by
          E&S to Company as  described in Exhibit A, and secure a release of E&S
          and Customers from any further liability.

     14.4 No Liability.  Company  shall have no liability  under this section if
          the  alleged  infringement  is  based  upon:  (a) the  combination  of
          Software  Programs with any product not furnished by Company to E&S to
          the  extent  such  combination   causes  the  infringement;   (b)  the
          modification of Software  Programs other than by Company to the extent
          such modification  causes the  infringement;  (c) compliance with E&S'
          specifications,  designs or instructions; or (d) the use of other than
          a current,  unaltered  release of  Software  Programs  if the  current
          release  has been  made  available  to E&S,  to the  extent  the prior
          release causes the infringement.

15.  INTENTIONALLY OMITTED.

16.  TERMINATION.

     16.1 Termination  for Breach.  Either party may  terminate  this  Agreement
          without  liability  upon 30 days written  notice to the other party if
          the other party is in material  breach of its  obligations  under this
        
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          Agreement  and has failed to cure such breach prior to the  expiration
          of such  30-day  period.  Material  breach  of a  party's  obligations
          includes,  but is not  limited to, the failure of one party to pay the
          other party per the terms of this Agreement,  and Company's failure to
          deliver  conforming  Software Programs in accordance with Exhibit C or
          the software specification document contemplated under Exhibit C.

     16.2 Notice of Breach, Cure. In the event of a breach of the obligations of
          a party under this  Agreement,  the  nonbreaching  party shall provide
          written  notice to the breaching  party setting  forth,  in sufficient
          detail, a description of the breach and the applicable cure period. If
          the breach is either party's breach of the confidentiality provisions,
          the notice of breach shall  provide for a cure period of not less than
          five  days.  For  all  other  types  of  breach,   including   without
          limitation, the failure to pay any amounts due in a timely manner, the
          notice of breach  shall  provide for a cure period of not less than 30
          days.

     16.3 Termination  after the  Initial  Term.  After the  Initial  Term,  the
          Agreement  may be  terminated  by either  party giving 12 months prior
          notification.

     16.4 Termination upon Sale or Acquisition of Company. If Company is sold or
          acquired  by a company  which E&S  deems to be a  competitor,  E&S may
          elect to terminate this Agreement. E&S may also purchase a fully-paid,
          perpetual,  irrevocable  license to Software Products and their Source
          Code, as specified in Exhibit E.

17.  GENERAL PROVISIONS.

     17.1 Entire Agreement; Exhibits. This document and its Exhibits contain the
          entire  agreement  between the parties  relating to the subject matter
          contained in this Agreement. All prior or contemporaneous  agreements,
          representations  or warranties,  written or oral,  between the parties
          regarding  Software  Programs  and  services  are  superseded  by this
          Agreement.  This  Agreement  may not be  modified  except  by  written
          document signed by an authorized  representative of each party. In the
          event that any part of this  Agreement  is found to be  unenforceable,
          the remainder shall continue in effect,  to the extent consistent with
          the intent of the  parties as of the  Effective  Date.  The  following
          documents  are  attached  as  Exhibits  to and  made a  part  of  this
          Agreement:

                  Exhibit A         Software Programs and Fees
                  Exhibit B         Confidential Information Exchange Agreement
                  Exhibit C         Software Program Development and Delivery
                  Exhibit D         Temporary Software License Agreement
                  Exhibit E         Escrow Agreement
                  Exhibit F         Exclusivity Provisions
                  Exhibit G         Software Support Responsibilities

     17.2 Notice.  All notices required or authorized under this Agreement shall
          be given in writing and shall refer to this Agreement by the Effective
          Date.  All notices  shall be effective  upon  delivery if delivered in
          person or upon mailing if mailed at a U.S.  Post  Office,  first class

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          mail,  postage  prepaid,  addressed or delivered as follows or at such
          other address that either party provides by advance  written notice to
          the other party.

          If to Company:                            If to E&S:
          Attn: President                           Attn:  General Manager
          Synthonics Technologies, Inc.             E&S Pixel Products Division
          31324 Via Colinas #106                    600 Komas Road
          Westlake Village, CA  91362               Salt Lake City, Utah  84108

          Phone: 818-707-6000                       Phone: 801-588-1000
          Fax:   818-707-6016                       Fax:   801-588-4551

     17.3 Informal Dispute Resolution.  If any dispute arises from or relates to
          this Agreement,  authorized  representatives  of Company and E&S shall
          meet no later than ten working days after  receipt of notice by either
          party of request  for  dispute  resolution  and shall  enter into good
          faith   negotiations   aimed  at  resolving   the   dispute.   If  the
          representatives  are  unable to  resolve  the  dispute  in a  mutually
          satisfactory  manner  within the next five working  days,  the dispute
          shall be  escalated  to top  management  level  and each  party  shall
          designate a top management  executive to meet in an attempt to resolve
          the  dispute  for  a  period  of  30  days  prior  to  either  party's
          instituting legal proceedings.

     17.4 Publicity.  The specific provisions of this Agreement are confidential
          and may not be disclosed to any third party  without the prior written
          consent of the other party. Neither party shall issue any news release
          or announcement  concerning  this Agreement  without the prior written
          consent of the other party,  which will not be unreasonably  withheld.
          Failure  by a party to respond to a request  for  approval  of a press
          release  or other  public  statement  within ten  business  days after
          receipt of the  proposed  release and written  request by such party's
          public relations department will constitute consent.

     17.5 Non-agency.  Neither E&S nor  Company  are agents of the other  party.
          This  Agreement  does not establish a joint  venture,  partnership  or
          agency  relationship.  E&S  and  Company  do not  have  any  right  or
          authority to create any obligation,  representation or responsibility,
          express  or  implied  on  behalf  of the  other  party  in any  manner
          whatsoever except as specifically set forth in this Agreement.

     17.6 Non-assignment.  This  Agreement  is not  assignable  by either  party
          without the prior written consent of the other,  except,  with respect
          to Company, to a successor to all or substantially all of the business
          by reason of merger, sale of assets or other form of acquisition which
          shall be subject to E&S' rights under Section  16.4,  and with respect
          to E&S, to a successor to all or substantially  all of the business or
          assets of E&S or the Pixel Products Division by reason of merger, sale
          of assets or other form of acquisition, merger or consolidation.  This
          Agreement  shall inure to the benefit of and shall be binding upon the
          respective successors and assigns, if any, of the parties.

                                    Page 10
<PAGE>
     17.7 Headings  and  Provisions.  The  headings  of  the  sections  of  this
          Agreement are for reference only and do not control the interpretation
          of any term or  condition  of this  Agreement.  No  provision  of this
          Agreement  shall be considered  waived and no breach excused by either
          party unless made in writing. No consent,  waiver, or excuse by either
          party,  express or implied,  shall  constitute a  subsequent  consent,
          waiver or excuse.  If any provision of this Agreement is held invalid,
          illegal or unenforceable, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired.

     17.8 Controlling Law. This Agreement and all transactions under it shall be
          governed by the laws,  excluding  choice of law rules, of the State of
          Utah.

     17.9 Legal  Expenses.  In the event  either  party  takes  legal  action to
          enforce any of the terms of this Agreement, the prevailing party shall
          be entitled to reimbursement  for its expenses,  including court costs
          and reasonable  attorneys'  fees at trial,  on appeal or in connection
          with any petition for review.

     17.10Survival  of   Provisions.   The  following   sections  shall  survive
          termination of this  Agreement for any reason:  3, 5.3, 6, 10, 14, and
          17.

     17.11Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  each of which  will be deemed an  original,  but all of
          which constitute but one and the same instrument.


COMPANY                                           E&S

By: /S/ F. Michael Budd                           By: /S/ Robert H. Aral
----------------------------------                ------------------------------
  (Authorized Representative)                       (Authorized Representative)

Name:  F. Michael Budd                            Name: Robert H. Aral
----------------------------------                ------------------------------
  (Print or Type)                                   (Print or Type)

Title: President and CEO                          Title: General Manager
                                                  Pixel Productions Division

Date: 1/27/99                                     Date: Janaury 27, 1999

                                    Page 11
<PAGE>

                                    EXHIBIT A

                           SOFTWARE PROGRAMS AND FEES


During the term of this  Agreement,  E&S shall pay a fee to Company on each copy
of Software Programs that is sublicensed pursuant to the terms below.

1.   Software Programs covered in this agreement.

          Synthonics Optical Architect

2.   PROGRAM  FEES.  E&S will pay  royalties to Company for licenses sold during
     each  quarter of E&S model  generation  software  which  includes  Software
     Programs.  The amount  paid to Company  for each such E&S model  generation
     original software license will be equal to the following percentages of the
     end-user sales price or international distributor buy price:

<TABLE>
<CAPTION>
          Cumulative original licenses sold            % of sales price
          ----------------------------------           -----------------------
          <S>                                          <C>
          1-250                                        8%
          251-500                                      7%
          501-1000                                     6%
          1001+                                        5%
</TABLE>

          No fee shall be payable for demonstration or evaluation licenses.

3.   SUPPORT  FEES.  E&S will pay support  fees to Company  each quarter for E&S
     model generation software which includes Software Programs. The amount paid
     to Company for each E&S model generation  software license will be equal to
     5% of the software support fees collected by E&S.

4.   UPGRADE FEES. If upgrades are sold to E&S model  generation  software which
     includes Software Programs, the amount paid to Company will be equal to the
     same  percentage  as is currently  being paid for original  licenses of the
     end-user sales price or international  distributor buy price. Upgrade sales
     are not counted as part of the cumulative  original  licenses  described in
     Section 2 above.

5.   EDUCATIONAL  GIFTS.  E&S may sublicense  Software  Programs to colleges and
     universities  without a payment  due to  Company,  if E&S does not  receive
     payment for these licenses.  Sales by E&S to colleges and universities will
     be covered by the  provisions  of this  Exhibit  A.  Educational  gifts and
     discounted  sales  are  not  counted  as part  of the  cumulative  original
     licenses described in Section 2 above.

6.   ADDITIONAL  USE BY E&S. E&S will pay  royalties to Company for all licenses
     of Software  Programs used  internally by E&S to generate  models for other
     E&S  businesses  and  customers.  The  price  will be equal to the  average
     royalty  amount E&S pays to Company  for other  licenses  sold  during that
     quarter.  E&S may include  Software  Programs in its simulation and mission

                                    Page 12

<PAGE>
     planning  products and pay the same  percentages of end-user sales price or
     international  distributor  price specified in Section 2 of this Exhibit A.
     Company  will also not  unreasonably  withhold the right for E&S to include
     Software  Programs in other E&S product  offerings for other  markets.  The
     terms and pricing for this usage will be separately negotiated.

                                    Page 13
<PAGE>                                 
                                    EXHIBIT B

                   CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT

The parties agree as follows:

1.   Purpose.  To  assist  in their  performance  pursuant  to  Section 3 of the
     underlying  Agreement,  Company  and  E&S  enter  into  this  agreement  to
     establish  a  confidential   relationship  and  to  exchange   confidential
     information  which  shall  be  protected  by  the  receiving  party  from a
     disclosure or use that is not authorized by the disclosing party.

2.   Designated Liaisons.  The parties' designated liaisons for coordinating the
     receipt, disclosure or exchange of confidential information are:

         For E&S:  Robert Ard
         Located at:  600 Komas Drive, Salt Lake City, UT  84108

         For Company:  F. Michael Budd
         Located at:  31324 Via Colinas, #106, Westlake Village, CA  91362

3.   Confidential  Information  Transmittal Forms. The confidential  information
     being disclosed under this CIEA shall be described in Transmittal  Forms or
     otherwise  marked as described in this CIEA. The initial  Transmittal  Form
     shall be signed by authorized  representatives of both parties and attached
     to this  CIEA as  Attachment  1.  Subsequent  disclosures  of  confidential
     information  under  this  CIEA  for the  purpose  identified  above  may be
     described  in  additional  Transmittal  Forms  which shall be signed by the
     Designated Liaisons for E&S and Company. Transmittal Forms may also be used
     for written confirmation of confidential information initially disclosed in
     intangible form, as further described in Paragraph 4.

4.   Marking of  Confidential  Information.  Confidential  information  which is
     disclosed  in  written  or  other  tangible  form  shall be  marked  by the
     disclosing  party as  "Confidential"  or by any other  appropriate  legend.
     Information  that is to be  confidential  information  under  this CIEA and
     which is  disclosed in oral,  visual or other  intangible  form  (including
     electronic  transfers),  shall be identified as confidential at the time of
     disclosure and confirmed in writing (by use of a Transmittal  Form or other
     writing) by the disclosing  party to the receiving  party within 30 days of
     disclosure.  Such written  confirmation may be transmitted to the receiving
     party via mail or facsimile. The receiving party shall maintain all notices
     and legends included on information  identified as confidential as received
     from the disclosing party.

5.   Use  and  Protection  of  Confidential  Information.   In  all  cases,  the
     confidential  information  disclosed  shall remain the sole property of the
     disclosing   party.   The  receiving  party  shall  not  use   confidential
     information for any purpose other than the purpose for which disclosed. The
     receiving party shall disclose confidential information to its employees on
     a need-to-know  basis only. Each party  represents that it protects its own
     confidential  information from  unauthorized use or disclosure.  Each party
     shall protect  confidential  information  received under this CIEA with the
     same degree of care, but no less than a reasonable degree of care, which it
     regularly  employs  to  protect  its  own  confidential   information  from
     unauthorized use or disclosure.

                                    Page 14
<PAGE>
6.   Exceptions  to  Obligations   of   Confidentiality.   The   obligations  of
     confidentiality  imposed  by this CIEA  shall not apply to any  information
     which: (a) is rightfully received by the receiving party from a third party
     without   accompanying   markings  or  disclosure   restrictions;   (b)  is
     independently   developed  by  the  receiving  party  without  use  of  the
     confidential  information;  (c) is or becomes publicly available through no
     wrongful act of the receiving  party; (d) is already known by the receiving
     party without an obligation of  confidentiality;  (e) is disclosed  without
     identification  and appropriate  markings as further described in Paragraph
     4;  or  (f)  is  approved   for   release  in  writing  by  an   authorized
     representative of the disclosing party.

7.   Disclosure of Confidential  Information Pursuant to Judicial Order. Nothing
     in this CIEA shall  restrict  the right of a  receiving  party to  disclose
     confidential  information  to the extent  required  by  judicial  order.  A
     receiving  party  which is  subject to a judicial  order  shall  notify the
     disclosing  party of such order in sufficient time to permit the disclosing
     party  to  respond  to such  order.  All  confidential  markings  shall  be
     maintained on any confidential  information which is disclosed  pursuant to
     judicial order.

8.   Independent  Development.  Each party  understands that the other party may
     have already  developed,  or received from third  parties,  information  or
     material  similar to that received under this CIEA, or in the future may be
     internally  developing,  or receiving  from third  parties,  information or
     material   similar  to  that  received  under  this  CIEA.   Provided  that
     confidential  information is not used in violation of this CIEA, nothing in
     this CIEA shall be construed as a  representation  or inference that either
     party has not or will not  develop  information,  material,  technology  or
     products,  for  itself  or for  others,  that is  similar  to  information,
     material,  or  technology  disclosed  under this CIEA or that competes with
     products of the other party.

9.   Network Access.  To facilitate  certain purposes for which this CIEA may be
     signed,  E&S may allow  Company  access  to E&S'  business  or  engineering
     computer networks.  Such access may be given on site at E&S or remotely via
     computer  modem.  To the extent such  access is given to  Company,  Company
     agrees  to  protect  such  access,  and  all  information,  whether  marked
     confidential or not, obtained via such access, in accordance with all terms
     of this  CIEA.  Company  agrees  to  limit  such  network  access  to those
     employees of Company with a need-to-know. If Company obtains network access
     through the use of Company owned  equipment,  Company shall  physically and
     electronically  secure such equipment to prevent  unauthorized use. Company
     acknowledges  that  E&S  will  monitor  Company's  network  access  and may
     terminate such access at any time.

10.  Copying/Return/Destruction   of   Confidential   Information.   Copies   of
     confidential  information  are  limited to those  reasonably  necessary  in
     connection with the use contemplated for such information. All confidential
     information  and copies shall remain the property of the  disclosing  party
     and shall be  destroyed  or  returned  upon the  request of the  disclosing
     party.

11.  Waiver/Non-Exclusive  Remedies.  The failure of either party to enforce any
     right under this CIEA shall not be deemed a waiver of any right. The rights
     and remedies of the parties  under this CIEA are not  exclusive  and are in
     addition to any other rights and remedies provided in law or in equity. The
     invalidity  in whole or in part of any term of this CIEA  shall not  affect
     the validity of any other term.

                                    Page 15
<PAGE>
12.  Entire  Agreement/Amendment/Modification of CIEA. This CIEA constitutes the
     entire agreement  between the parties with respect to the subject matter of
     this CIEA.  No  amendment  or  modification  of this CIEA shall be valid or
     binding  on the  parties  unless (a)  approved  in advance by the E&S Legal
     Department,  (b) set  forth in  writing  and (c)  signed  by an  authorized
     representative of each party.

13.  Termination.  This CIEA shall continue in effect until terminated by either
     party  upon 30 days prior  written  notice.  The period of  confidentiality
     described in Paragraph 15 below shall survive such termination.

14.  No  Licenses.   Neither  this  CIEA  nor  any  disclosure  of  confidential
     information  under this CIEA grants the  receiving  party any license under
     any patent, copyright or trade secret.

15.  Period of Confidentiality.  Unless a different period of confidentiality is
     specified in a Transmittal  Form, the period for which the receiving  party
     shall be obligated to protect the confidentiality of information  disclosed
     under this CIEA shall  commence on the date the  information is received by
     the receiving party and end three years thereafter.

16.  Successors and Assigns/Nonassignment.  This CIEA shall be binding upon each
     party's  successors and assigns.  Neither party may assign this CIEA to any
     third  party   without  the  prior   written   consent  of  an   authorized
     representative of the other party.

17.  Controlling  Law. This CIEA shall be construed in accordance  with the laws
     of the State of Utah, exclusive of the conflict of laws provisions.

18.  Residuals.  Notwithstanding  any other  provisions of this Agreement,  both
     parties shall be free to use for any purpose the residuals  resulting  from
     access to or work with the confidential  information  provided by the other
     party. The term "residuals"  means  information in non-tangible  form which
     may be  retained  in the unaided  memories  of the  personnel  who have had
     access to confidential information,  including ideas, concepts, know-how or
     techniques  contained  therein.  Neither party shall have any obligation to
     limit or restrict the  assignment  of such persons or to pay  royalties for
     any work resulting from the use of residuals.  However, the foregoing shall
     not be deemed to grant any license under a party's copyrights or patents.

                                    Page 16
<PAGE>
                                  ATTACHMENT 1

                    CONFIDENTIAL INFORMATION TRANSMITTAL FORM
                                Disclosure Date: 
                                   CIEA No.: 

The parties identified below agree that the following  confidential  information
shall be received,  disclosed or exchanged in  accordance  with the terms of the
Confidential Information Exchange Agreement (CIEA) identified above.

1.   Describe confidential information disclosed. (Be specific.  Include subject
     or product,  any document title,  drawing/document  number,  date, revision
     number,  etc.) (Use  additional  sheets,  if necessary.) (If a party is not
     disclosing information, indicate "none.")

          E&S' confidential information:

          ---------------------------------------------------------------------
          ---------------------------------------------------------------------
          ---------------------------------------------------------------------
          
          Company's confidential information:

          ---------------------------------------------------------------------
          ---------------------------------------------------------------------
          ---------------------------------------------------------------------
          
2.   This Transmittal Form covers the above described  confidential  information
     to be received, disclosed or exchanged on or after the Disclosure Date.

3.   The  parties  agree that unless the blank set forth below is filled in, the
     period of confidentiality for the above described confidential  information
     shall be three years from the date of receipt by the receiving party.

     The terms of the CIEA  notwithstanding,  the period of confidentiality  for
     the above described  confidential  information  shall be ___  months/years.
     (Not less than two years or more than five years.)

4.   All other terms and conditions of the CIEA remain the same.

COMPANY                                           E&S
Address                                           600 Komas Drive
Address                                           Salt Lake City, Utah  84108

By:                                               By: 
(Designated Liaison)                              (Designated Liaison)

(Name)                                            (Name)

(Date)                                            (Date)

                                    Page 17

<PAGE>
                                    EXHIBIT C

                    SOFTWARE PROGRAM DEVELOPMENT AND DELIVERY


1.   SOFTWARE PROGRAM DEVELOPMENT.

     1.1  Delivery and  Acceptance.  Company and E&S shall  mutually  review and
          agree upon the requirements in the document "Software  Specification -
          Existing  Building  Modeler",  dated  January 6, 1999 for the  initial
          delivery  of  Software  Programs.  Company  shall  develop and deliver
          alpha, beta and final  (releasable)  versions of the Software Programs
          in  accordance  with  the  schedule  provided  in the  Agreement,  the
          Software  Specification  documents or as otherwise agreed. The parties
          may by mutual  agreement  modify the requirements and schedule for the
          Software Programs.  E&S will accept  incremental  delivery of Software
          Programs  by Company to E&S when the  requirements  for each  delivery
          have been met to the satisfaction of E&S.

     1.2  Quality  Assurance.  Company and E&S shall  mutually  review and agree
          upon the standard quality  assurance  procedures,  as specified in the
          document   "Quality   Assurance   Specification  -  Existing  Building
          Modeler",  dated  January 6, 1999,  that will be  employed by Company.
          Such procedures shall be satisfactorily completed prior to shipment by
          Company of each release of any Software  Program to E&S or  Customers.
          Company shall provide E&S with results evidencing quality assurance to
          E&S'  satisfaction.  These procedures shall be subject to modification
          as required  from time to time to address any failures not  identified
          by the current  procedure.  E&S shall have the right to participate in
          the Company quality assurance process and provide input for increasing
          product quality. E&S shall require Company to provide beta versions of
          new releases for quality assurance and compatibility  testing. E&S may
          inform  Company of  problems in Software  Programs  and Company  shall
          correct  such  problems  pursuant to Section 11 of the  Agreement  and
          Exhibit G.

     1.3  Release Schedules.  Company shall support each current release and the
          prior release of all Software  Programs.  Software  Programs  shall be
          updated  for each E&S  software  release.  Company  shall use its best
          efforts to synchronize with E&S' release cycles and milestones.

     1.4  Compatibility.  Company shall retain the right to develop, improve and
          maintain Software Programs;  provided, however, that Company shall not
          make changes in the appearance or functionality  of Software  Programs
          which result in incompatibility of Software Programs with E&S software
          or loss of  functionality  used by E&S and E&S customers.  Company and
          E&S acknowledge that maintaining full software  compatibility  between
          Software  Programs and E&S software is important to the ability of E&S
          to satisfy Customers and to meet its obligations under this Agreement.
          Company shall ensure the  compatibility of Software  Programs with E&S
          software and Company shall cooperate to ensure the continuing  support
          and control of such compatibility.

                                    Page 18
<PAGE>
     1.5  Source Code Tree. If Company  intends to maintain more than one source
          code tree for all  Software  Programs for all  Distribution  Channels,
          Company  shall  maintain and support the source code tree for E&S at a
          level equal to or greater than any other  source code tree  maintained
          or supported by Company.  Company shall inform E&S of product plans in
          a timely manner.

     1.6  Competitiveness.  Company  will use its best  efforts  to ensure  that
          Software Programs remain competitive in the marketplace.

     1.7  Enhancements.  Company will work with E&S to understand and prioritize
          enhancement  requests made by E&S and E&S customers.  Company will use
          its best efforts to make  enhancements to Software  Programs which are
          mutually agreed to be high priority on a timely basis.

2.   OPERATING  SYSTEM.  Software  Programs shall  initially run under Microsoft
     Windows NT 4.0,  Service Pack 3.0.  Company shall insure Software  Programs
     run on all new  releases of the Windows NT operating  systems  within three
     months after the release becomes available.

3.   DELIVERY.

     3.1  Release Updates.  Company will use its best efforts to delivery to E&S
          code release updates as follows:

          (a)  the beta, pre-production,  versions of Software Programs no later
               than four  weeks  before  the  scheduled  beta  release by E&S of
               products which include integrated or bundled Software Programs;

          (b)  the  production  release of Software  Programs no later than four
               weeks before the  production  release by E&S of  products,  which
               include integrated or bundled Software Programs; and

          (c)  access to  advance  information  and to all  significant  product
               improvements  in the Software  Programs no later than other sales
               channels and OEM's of Company.

     3.2  Compliance.  Company's  failure  to comply  with  Section  3.1 of this
          Exhibit shall be deemed a nonmaterial breach of this Agreement and E&S
          may withhold any payment due until Company has complied.

     3.3  Master Copies.  Within 5 days after the Effective Date,  Company shall
          deliver  reproducible master copies of all Software Programs including
          software in object code form and  documentation in the form identified
          below to E&S.  Software  Programs  shall  be  shipped  F.O.B.  Company
          facilities to E&S' designated  facility.  E&S shall be responsible for
          all freight, duty, export or import licensing and insurance charges.

     3.4  Copies of Documentation. Company shall provide to E&S at no charge two
          copies of any  existing  documentation  including  user's  manuals and
          training manuals in laser-printed  form and one copy of each manual in

                                    Page 19
<PAGE>       
          machine-readable   format  for  each  type  of  Software  Program  for
          reproduction.  As Software Programs are modified and the documentation
          is updated Company shall provide E&S with updates to  documentation in
          laser-printed form and in machine-readable format for reproduction.

                                    Page 20
<PAGE>
                                    EXHIBIT D

                      TEMPORARY SOFTWARE LICENSE AGREEMENT


This  Temporary  Software  License  Agreement  is  designated  Exhibit  D to the
Software  Remarketing  Agreement dated January 22, 1999  (Underlying  Agreement)
between  E&S  Corporation,  with its  principal  place of  business at 600 Komas
Drive, Salt Lake City, Utah 84108 (E&S) and Company, with its principal place of
business at 31324 Via Colinas #106, Westlake Village, CA 91362 (Company).

E&S and Company agree as follows:

1.   TEMPORARY LICENSE. E&S will temporarily license to Company certain software
     and documentation which is described in Attachment A (Software). E&S grants
     to Company,  for the term  specified in  Attachment  A, a  nontransferable,
     nonexclusive  license  to use  Software  only on the  equipment  listed  in
     Attachment  A, in  machine-readable  form  only,  solely  for the  purposes
     described in the Underlying Agreement.  Company agrees that all Software is
     the sole  property of E&S or its  licensors.  Company  shall not  mortgage,
     pledge or encumber Software in any way.

2.   COPIES AND LOCATION.  Company may not make copies,  in whole or in part, of
     any Software or other material  temporarily  licensed by E&S. Company shall
     keep  Software at the ship-to  address  described in  Attachment A. Company
     shall not move Software without the prior written consent of E&S.

3.   PROTECTION   AND  SECURITY  OF  SOFTWARE.   Software  is  trade  secret  or
     confidential information of E&S. Company:

     (a)  shall not make  Software  available  in any form or disclose or permit
          disclosure of Software,  including any portion thereof, or the methods
          or concepts  utilized  therein,  to anyone except employees of Company
          whose job performance requires such access;

     (b)  shall  take  appropriate  action to  protect  the  confidentiality  of
          Software  and to ensure that any person  permitted  access to Software
          does not provide or disclose it to others;

     (c)  shall   not    reverse-assemble,    reverse-compile,    or   otherwise
          reverse-engineer Software, in whole or in part;

     (d)  shall not remove or obscure any notice or legend  included in Software
          or affixed to Software's medium or medium container; and

     (e)  shall,  before  recycling,   discarding  or  disposing  of  any  media
          containing Software or any portion thereof, erase or otherwise destroy
          such Software.

     The   provisions  of  this  Section  3  shall  survive  the  expiration  or
     termination of this agreement.

                                    Page 21
<PAGE>
4.   EXPIRATION OR  TERMINATION  OF AGREEMENT.  This  Agreement  shall expire or
     terminate on the date  specified in Attachment  A. Company  shall  promptly
     destroy or return  Software to E&S and furnish to E&S a certificate  signed
     by an  officer of Company  stating  that  Software  has been  destroyed  or
     returned to E&S.

5.   DISCLAIMER OF WARRANTY.  SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY.
     EXCEPT  AS  PROVIDED  IN  THE  UNDERLYING  AGREEMENT,  E&S  SHALL  HAVE  NO
     OBLIGATION  TO  SUPPORT  OR  OTHERWISE  MAINTAIN  SOFTWARE.  E&S  MAKES  NO
     WARRANTIES,  EXPRESS OR IMPLIED  WITH  RESPECT TO  SOFTWARE  INCLUDING  ANY
     WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.   LIMITATION OF LIABILITY.  E&S SHALL NOT BE LIABLE FOR ANY PROPERTY  DAMAGE,
     PERSONAL  INJURY,  LOSS OF PROFITS,  INTERRUPTION  OF BUSINESS,  OR FOR ANY
     OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER
     FOR BREACH OF  WARRANTY,  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE),  STRICT
     LIABILITY OR OTHERWISE.

                                    Page 22

<PAGE>
                                  Attachment A
                                     to the
                      TEMPORARY SOFTWARE LICENSE AGREEMENT
                           Term: ________ to ________

Qty       Part Number         Description         Platform             Host ID#
-------------------------------------------------------------------------------











COMPANY                                           E&S
By:                                               By:
-------------------------------------             -----------------------------
  (Authorized Representative)                     (Authorized Representative)

Name:                                             Name:
  (Print or Type)                                   (Print or Type)
Title:                                            Title:
Date:                                             Date:

                                    Page 23

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                                    EXHIBIT E

                                ESCROW AGREEMENT

Effective  January 22, 1999, this Escrow  Agreement is entered into by E&S, with
its principal  place of business at 600 Komas Drive,  Salt Lake City, Utah 84108
(E&S) and  Company,  with its  principal  place of business at 31324 Via Colinas
#106, Westlake Village, CA 91362 (Company),  and U.S. Bank National  Association
(Escrow Agent) whose address is 15 West South Temple, Suite 200, Salt Lake City,
Utah 84101.

                                    RECITALS

Company  has agreed to provide E&S with  software  programs in object code form,
and related  documentation  (Software Programs) pursuant to the certain Software
Remarketing Agreement dated January 22, 1999 between E&S and Company (Underlying
Agreement).  Except  as  otherwise  indicated,  all  capitalized  terms  in this
Agreement have the same meaning as defined in the Underlying Agreement. Pursuant
to the terms of the  Underlying  Agreement,  Company  has also agreed to provide
support services for Software Programs (Support  Services).  E&S relies upon the
continuing  availability  of Software  Programs  and Support  Services to E&S in
performing its obligations under the Underlying Agreement.

This Escrow Agreement  provides assurance to E&S of the ability to access source
code for  Software  Programs  (Source  Code) upon the  occurrence  of the events
described in this Escrow Agreement.

                                    AGREEMENT

E&S, Company and Escrow Agent agree as follows:

1.   DEPOSIT OF SOURCE CODE.

     1.1  Date of Deposit.  Prior to or  concurrently  with the  delivery of the
          initial  copy  of any  Software  Programs  to be  provided  under  the
          Underlying  Agreement,  Company  shall  deposit and Escrow Agent shall
          accept,  for storage  purposes only, the buildable Source Code of each
          Software Program. Deposit shall be made at 15 West South Temple, Suite
          200, Salt Lake City, Utah 84101.

     1.2  Source  Code,  Updates and  Enhancements.  Source  Code shall  include
          copies of all current  source code lines,  comment  lines,  write ups,
          flow charts,  structure  diagrams,  and debugging tools along with any
          other related  materials  necessary to allow a reasonably  skilled E&S
          programmer  to maintain,  build and update the object code versions of
          Software Programs without the help of any other person or reference to
          any other material. Source Code and all updates shall consist of, at a
          minimum, the following:

          (a)  one copy of each Software Program in a language and form readable
               and  understandable  by a human and encoded on a magnetic  medium
               capable of generating a copy on printed paper;

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<PAGE>
          (b)  one  copy  of  all  related  documentation   including,   without
               limitation, programmer's guides and manuals;

          (c)  a  description  of  the  commercially   available  programs  that
               generate  Software  Programs  from  the  respective  Source  Code
               images;

          (d)  one copy of each script  that  generates  a  successful  build of
               Software Programs from the respective Source Code images;

          (e)  any other programs not  commercially  available that are required
               to generate  Software  Programs from the  respective  Source Code
               images;

          (f)  for each Software Program, a copy of a transcript of a successful
               object code build from the Source Code; and

          (g)  proprietary  licensing  software or  buildable  software  without
               licensing protection.

     1.3  List of Source Code.  A list of Source Code  currently on deposit with
          Escrow Agent will be attached as Attachment 1 to this Escrow Agreement
          upon deposit of the Source Code.  This list will be  supplemented  and
          updated by Company and Company shall provide E&S and Escrow Agent with
          copies of new lists with each future  deposit of Source Code. For each
          deposit, Escrow Agent will issue receipts to Company and E&S.

     1.4  Updates. During the term of this Escrow Agreement,  Company shall keep
          the Source Code in escrow current by depositing the Source Code of any
          release or update or revision of a Software  Program  that is provided
          or to be provided under the Underlying Agreement prior to the delivery
          of the initial  copy of any such  release,  update or  revision.  Such
          periodic  deposits  shall  contain  each and  every  bug fix,  update,
          correction,  program  option,  enhancement or revision of the Software
          Programs  provided or to be provided under the  Underlying  Agreement.
          With each  periodic  deposit an officer of Company  shall certify in a
          notarized  written document,  subject to the penalty of perjury,  that
          the Source Code deposited  conforms to the requirements of this Escrow
          Agreement.

     1.5  Verification.  At the site of the deposit and at its own cost, E&S may
          appoint a mutually agreeable third party to inspect,  test and review,
          but not copy, the original and every subsequent  deposit of the Source
          Code in  escrow  at the time of the  deposit  and at other  reasonable
          times to verify  that the  deposited  materials  are the basis for the
          Software Programs.

2.   TITLE TO  MEDIA  AND  SOURCE  CODE.  Subject  to the  terms of this  Escrow
     Agreement,  title to the media  upon  which the  Source  Code is written or
     stored  is and  shall be  irrevocably  vested  in E&S when  Source  Code is
     deposited  with and  retained  by the  Escrow  Agent.  Notwithstanding  the
     foregoing,  Company  will retain  ownership  of all  intellectual  property
     contained on the media,  including all copyright,  trade secret,  patent or
     other intellectual property rights subsisting in such Source Code.

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<PAGE>
3.   RELEASE OF SOURCE  CODE TO E&S.  The copy of the Source  Code on deposit in
     escrow  pursuant to this Escrow  Agreement shall be released to E&S only in
     accordance with the terms of this Escrow Agreement.

     3.1  Automatic Release Events.

          (a)  Bankruptcy.  If Company is under any proceeding  under the United
               States Bankruptcy Code (the "Code") and the trustee in bankruptcy
               of Company,  or Company,  as a debtor in  possession,  rightfully
               elects  to  reject  the  Underlying   Agreement  or  this  Escrow
               Agreement,  E&S  shall so notify  the  Escrow  Agent in  writing,
               providing  evidence of the filing and such rejection,  and Escrow
               Agent shall promptly release the Source Code to E&S.

          (b)  Sale or  Acquisition  of Company by a  competitor  to E&S. If E&S
               elects to terminate the Underlying  Agreement pursuant to Section
               16.4 of the  Underlying  Agreement,  E&S shall have the option to
               purchase  a  fully-paid,  perpetual,  irrevocable  license to the
               Source Code for continued use as defined in this  Agreement.  The
               amount  paid by E&S to Company for this  license  will not exceed
               the greater of three times the  royalties  paid by E&S to Company
               in the past 12 months or  $2,500,000.  If E&S elects to  exercise
               this  option,  E&S shall  notify the Escrow Agent in writing and,
               upon  receipt of such  notice,  the Escrow  Agent shall  promptly
               release the Source Code to E&S.

     3.2  Failure  to Meet  Obligations.  If E&S  concludes  in good  faith that
          Company  or   Company's   successor  in  interest  has  failed  or  is
          substantially  unable to provide Software Programs or support services
          as  required by the  Underlying  Agreement  for any reason,  including
          insolvency  of Company as defined in Article  1-201(23) of the Uniform
          Commercial  Code, E&S shall so notify  Company in writing  (Deficiency
          Notice), specifying in reasonable detail the basis for E&S' good faith
          conclusion that Company has failed to or is unable to provide Software
          Programs or support services. E&S shall serve a copy of the Deficiency
          Notice simultaneously upon the Escrow Agent.

          (a)  For a period of 30 days after  service of the  Deficiency  Notice
               (Cure  Period),  Company shall have the right to cure the alleged
               deficiencies and shall correspond with and deal directly with E&S
               as directed in the Deficiency Notice.

          (b)  If, at the end of the Cure  Period,  E&S  believes  in good faith
               that the alleged deficiency with respect to the Software Programs
               or support  services has not been cured, E&S shall notify Company
               and the Escrow Agent in writing,  specifying in reasonable detail
               the  deficiency  and make a formal  demand that the Escrow  Agent
               release the Source Code to E&S (Demand  Notice).  Upon receipt of
               the Demand Notice,  the Escrow Agent shall  promptly  release the
               Source Code to E&S.

     3.3  Improper  Request for Release.  If Company  disagrees  with the Demand
          Notice or believes  that any request by E&S for release of Source Code

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<PAGE>
          pursuant to this section is improper,  Company shall have the right to
          pursue  any  remedy  available  to it at law,  subject  to  Section 5;
          provided,  however,  that Company  shall not have the right to prevent
          Escrow  Agent's  release of the Source Code to E&S as provided by this
          section.

4.   IRREPARABLE  HARM.  Company  and E&S  acknowledge  and agree  that E&S will
     suffer  irreparable  harm in the event release of the Source Code to E&S is
     wrongfully delayed by Company, and that E&S may obtain injunctive relief to
     prevent  Company  from  taking  any  action  that  may  delay  the  release
     unjustifiably.  Exercise  of any remedy  provided  Company  in this  Escrow
     Agreement shall not be considered an unjustifiable  objection to release of
     Source Code.

5.   DISPUTES.  In the event of any dispute  involving the release of the Source
     Code under Section 3.2, authorized representatives of Company and E&S shall
     meet pursuant to Section 17.3 of the Underlying Agreement.

6.   LICENSE OF SOURCE CODE.  If the Source Code is  delivered  out of escrow to
     E&S  pursuant to Section 3, E&S shall be  licensed by Company,  and Company
     does so grant  E&S a  fully-paid,  perpetual,  irrevocable  license  to the
     Source Code with a right to sublicense  Software Programs to third parties,
     subject to the  conditions  of this  Escrow  Agreement  and the  Underlying
     Agreement and only to pursue  business in the initial target market defined
     in  Exhibit F,  without  payment of any  further  license  fees from E&S to
     Company. The license entitles E&S to grant sublicenses of Software Programs
     to third parties and to use, copy,  modify,  maintain and update the Source
     Code in all such  respects  as may be  necessary  for E&S to  maintain  and
     update Software Programs.

7.   TECHNOLOGY  TRANSFER.  If the Source Code is delivered out of escrow to E&S
     pursuant to Section 3, Company will  facilitate  the transfer of technology
     to  E&S by  providing  no-cost  access  to  engineers  who  are  thoroughly
     knowledgeable  with the  Source  Code for a period  of up to 2  months.  If
     Company  is in  Bankruptcy,  E&S  will pay the  actual  costs  for  Company
     engineers to transfer the technology.

8.   CONFIDENTIALITY  AND USE OF SOURCE CODE. Upon release of the Source Code to
     E&S pursuant to this Escrow  Agreement,  E&S shall preserve the Source Code
     in confidence in accordance with the same degree of care practiced by it to
     safeguard  its  proprietary  source  code  against   unauthorized  use  and
     disclosure,  and shall use the Source  Code only as  authorized  under this
     Escrow  Agreement and the Underlying  Agreement.  These  obligations do not
     apply to the Source Code to the extent that such materials:

     (a)  are  rightfully  received by E&S from a third party who has a right to
          disclose such materials;

     (b)  are independently developed by E&S without use of the Source Code;

     (c)  are or become publicly available through no wrongful act of E&S;

     (d)  are  already  known by E&S prior to the date of  release of the Source
          Code to E&S;

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<PAGE>
     (e)  are disclosed to a third party by Company without  restrictions on use
          or disclosure, or

     (f)  are approved for release in writing by an authorized representative of
          Company.

     This section shall survive the  termination of this Escrow  Agreement for a
     period of five years.

9.   ESCROW AGENT FEES AND RESPONSIBILITIES.

     9.1  Fees. E&S shall pay to Escrow Agent, in advance,  fees at the standard
          rate  prescribed  from time to time by Escrow Agent for performance of
          services under this Escrow Agreement.

     9.2  No Duty to Inquire. Escrow Agent shall not be required to inquire into
          the  truth  of any  statements  or  representations  contained  in any
          notices,   certificates  or  other  documents  required  or  otherwise
          provided  hereunder,   and  shall  be  entitled  to  assume  that  the
          signatures on such documents are genuine,  that the persons signing on
          behalf of any party  thereto are duly  authorized to execute the same,
          and that all actions necessary to render any such documents binding on
          the party purportedly executing the same have been duly undertaken.

     9.3  Right to Require Additional Documents. Without in any way limiting the
          other  terms of this  Amendment,  Escrow  Agent may in its  discretion
          require from Company or E&S additional  documents which it deems to be
          necessary  or desirable in the course of  performing  its  obligations
          under this Escrow Agreement.

     9.4  No  Liability.  Both  Company  and E&S release  Escrow  Agent from and
          against  any and  all  liability  to them  for  losses,  damages,  and
          expenses,  including  attorneys'  fee, that may be incurred by them on
          account of Escrow  Agent's  compliance in good faith with the terms of
          this Escrow Agreement.

10.  NOTICES.  Notices,  demands  and other  communications  under  this  Escrow
     Agreement  shall be in writing,  and shall be  delivered by  registered  or
     certified mail, return receipt requested,  to the intended recipient at the
     address set forth below,  or to such other address as such recipient  shall
     have designated by notice to the sending party.  Notices shall be deemed to
     have been given and received when signed for on the return receipt.

     If to Company:                               If to E&S:
     Attn:  President                             General Manager
     Company  Synthonics Technologies, Inc.       E&S Pixel Products Division
     31324 Via Colinas #106                       600 Komas Drive
     Westlake Village, CA  91362                  Salt Lake City, Utah  84108
     Telephone:  (818)707-6000                    Telephone:  (801) 588-1000
     FAX:  (818)707-6016                          FAX:  (801) 588-4551

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<PAGE>
     If to Escrow Agent:
     Attn:  Escrow Officer - Kim Galbraith
     15 West South Temple, Suite 200
     Salt Lake City, Utah  84101
     Telephone: (801) 534-6083
     FAX: (801) 534-6208

11.  TERMINATION. On the effective termination date of the Underlying Agreement,
     this  Escrow  Agreement  will also be  terminated.  Otherwise  this  Escrow
     Agreement  may not be terminated  or modified  except in writing  signed by
     Escrow Agent,  Company and E&S. Upon  termination of this Escrow  Agreement
     Escrow  Agent shall  return  Source Code to Company and title to the actual
     copies of Source Code deposited shall revert to Company upon delivery.  The
     foregoing  shall not apply to  rejection of the  Underlying  Agreement in a
     bankruptcy  proceeding as contemplated in Section 3.1(a) hereof,  nor shall
     it affect rights acquired by E&S pursuant to Section 6 hereof prior to such
     termination.

IN WITNESS WHEREOF,  the parties have caused this Escrow Agreement by their duly
authorized representatives as of the date or dates set forth below.

COMPANY                                      E&S
By:  /S/ F. Michael Budd                     By: Robert H. Aral
-----------------------------------          ----------------------------------
 (Authorized Representative)                 (Authorized Representative)

Name: F. Michael Budd                        Name: F. Michael Budd
-----------------------------------          ----------------------------------
 (Print or Type)                              (Print or Type)

Title: President & CEO                       Title: General Manager of
                                             Pixel Productions Division

Date: 1/27/99                                Date: Janaury 27, 1999


U.S. BANK NATIONAL ASSOCIATION
By: /S/ Kim R. Galbraith
-----------------------------------
 (Authorized Representative)

Name: Kim Galdraith
-----------------------------------
  (Print or Type)

Title: Vice President

Date: 1/27/99

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<PAGE>
                                  ATTACHMENT 1

                          LIST OF SOURCE CODE DEPOSITED



                                    Page 30
<PAGE>
                                    EXHIBIT F

                             EXCLUSIVITY PROVISIONS

Company will not embed or bundle its Software  Programs to any other company for
the purpose of 3D  Visualization in the initial target market of E&S until after
12/31/2000,  so long as cumulative E&S license royalty payments to Company equal
or exceed the following:

<TABLE>
<CAPTION>

          Date                Cumulative Licenses
          --------------      ------------------------
          <S>                 <C>
          12/31/1999          150
          3/31/2000           300
          6/30/2000           500
          9/30/2000           1000
 
</TABLE>

     The  initial  target  market of E&S is  defined  as  planners,  developers,
     architects,   and  engineering   firms  performing   these  functions.   3D
     Visualization is defined as photo-realistic,  interactive investigation and
     presentation of the visual impacts of proposed and planned changes in urban
     and suburban  environments.  Reverse engineering and measurement extraction
     applications are not included in the definition of 3D visualization.

     If any of the above  royalty  payment  milestones  are not achieved by E&S,
     Company will be free to market their 3D model creation  technology directly
     to other companies that supply to the initial target market.

     Company will not disclose to other company that E&S is pursuing the initial
     target market with a 3D Visualization  product,  until product is announced
     by E&S,  without the prior  consent  from E&S.  Company  will  maintain the
     confidentiality of E&S product plans.



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<PAGE>
                                    EXHIBIT G

                        SOFTWARE SUPPORT Responsibilities


Technical support for Support Customers using Software Programs will be provided
by E&S and Company as described below.

1.   DEFINITIONS. The following definitions shall apply to this Exhibit.

     1.1  "Backup   Support"   means  the  party   responsible   for  all  Error
          Corrections, New Versions and product enhancements. The Backup Support
          party is  responsible  for providing  software and  documentation  New
          Version  masters to the other party for that party's  distribution  to
          its Support Customers.

     1.2  "Documentation Updates" means Error Corrections,  updates, and changes
          to documentation  which keep it current with the Software Programs and
          specifications.   Company   will  provide   core   documentation   and
          Documentation Updates to E&S. E&S may customize  documentation to meet
          E&S requirements.

     1.3  "Error  Correction" means the development of a Workaround,  Fix or New
          Version  of  Software  Programs  which  brings the  product  back into
          specification  or  allows  the  Software  Programs  to  be  reasonably
          convenient to use within the Support Customer's environment.

     1.4  "First Line  Support,"  means  responding  to the initial  request for
          support,  determining  the  product  being used,  and as  appropriate,
          routing the issue to the Primary Support provider for resolution.

     1.5  "Fix"  means a change  required in the  Software  Programs to make the
          product  perform in  accordance  with  specifications  or to correct a
          Product Deficiency. A Fix may be provided by telephone,  facsimile, or
          software patch.

     1.6  "New Version" means a new version of Software  Programs or portions of
          Software Programs and related  documentation,  which is distributed to
          Support Customers and is intended to provide Fixes, Error Corrections,
          new features,  performance  enhancements,  and increased  reliability,
          performance, or capacity.

     1.7  "Primary Support," means taking responsibility for the customer issue,
          communicating  regular status  updates,  using  reasonable  efforts to
          determine the cause of the problem,  or  reproducing  the problem,  if
          possible,  and working  directly  with Support  Customers on a Product
          Report if required to resolve the problem.  In  addition,  the Primary
          Support provider will:

          (a)  explain product usage; or

          (b)  identify product  problems and resolve or provide  Workarounds or
               Fixes; or 

          (c)  ensure that the  resolution of the Product  Report or enhancement
               request is satisfactory to the customer;  

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          (d)  track  and close  all  issues  with  Support  Customers;  and 

          (e)  provide all New Versions to Support Customers.

     1.8  "Product  Deficiency" means a problem reported by Support Customers or
          E&S where the behavior of the Software Programs is not as predicted by
          the Software Programs functional  specification or documentation,  but
          which  significantly  impact product usage.  Product  Deficiencies may
          include bugs,  non-compliance  with standards,  or problems which make
          the  software   inconsistent  or  inconvenient  to  use,   performance
          significantly  less than competitors,  or capacity  significantly less
          than competitors.

     1.9  "Product Report" means the form of documentation  describing a request
          for Error Correction.

     1.10 "Support  Services  Sales" means selling  support  services to Support
          Customers,  including  accepting a purchase  order and paying  support
          fees to the other party as applicable.

     1.11 "Workaround"  means an alternative  method to use Software Programs to
          avoid Product Deficiencies.  Workarounds provided to Support Customers
          and E&S will  include a  description  of the  symptoms  of the problem
          fixed.

2.   Support  responsibility  matrix.  Support  related  activities for Software
     Programs will be provided by the parties as follows:

          Support Activity                   Party
          Support Services Sales             E&S
          Error Correction                   Company
          Documentation Updates              Company
          First Line Support                 E&S
          Primary Support                    E&S
          Backup Support                     Company

3.   E&S' RESPONSIBILITIES. First Line and Primary Support for Support Customers
     will be provided by E&S. E&S Support Engineers will attempt to diagnose all
     incoming Product  Reports,  provide Fixes or Workarounds and refer problems
     which require  additional  engineering of Software  Programs to Company via
     phone or email for resolution.  E&S shall use reasonable  efforts to ensure
     that  questions  regarding  training  and use of Software  Programs are not
     directed to the Company technical support telephone line.

4.   COMPANY'S  RESPONSIBILITIES.  Company shall provide  Backup Support to E&S.
     Such   support   shall   include,    without    limitation,    diagnostics,
     troubleshooting,  operation  and  service  recommendations  and  answers to
     general technical  inquiries.  The Company North American technical support
     telephone number is (___)  ___-______.  The support line shall be available
     between 8:00 am and 5:00 pm Pacific Time  excluding  weekends and holidays.
     International  technical  support  shall  be  available  as  agreed  by the
     parties. In addition:

                                    Page 33
<PAGE>
     4.1  Notification  of  Product  Deficiencies.   Company  shall  acknowledge
          receipt of  notification  of Product  Deficiencies by E&S, within four
          working  hours of such  notice.  It may be  necessary  for E&S Support
          Engineers to send problem  descriptions,  test cases, or problem files
          to Company for final diagnosis and resolution. Company may request E&S
          to submit a written Product Report  documenting a Product  Deficiency.
          Company shall have the capability to receive files  electronically via
          email and FTP from E&S.

     4.2  Test  Cases.  Any test  case  provided  by E&S on  behalf of a Support
          Customer  shall be disclosed  to Company  pursuant to the terms of the
          CIEA attached as an exhibit to this Agreement.

     4.3  Product  Deficiency,  Workarounds.  Company  shall  report  all  known
          Product  Deficiencies  and provide their  Workarounds  to E&S Customer
          Support in written or electronic form as soon as such  Workarounds are
          available.

     4.4  New Versions.  Company shall provide New Versions of Software Programs
          to E&S as soon as such versions are available. Each New Version of the
          Software  Programs  shall be provided on mutually  agreed to media and
          shall include release notes, a listing of all Product Deficiencies and
          Product Reports fixed, a listing of all open Product  Deficiencies and
          Product Reports, and a listing of all enhancements included in the New
          Version.

     4.5  Correction  of Errors.  Company will use best efforts to design,  code
          and  implement   programming  changes  and  modifications  to  correct
          reproducible  errors in order to bring the software  into  conformance
          with the specifications and performance standards.

     4.6  Priority.  The priority of an error will  determine  the response time
          requirements. Company shall use its reasonable best efforts to correct
          all bugs or Product  Deficiencies  in accordance  with the  resolution
          times described below:

          (a)  Critical.  Within two business  days of  notification  by E&S and
               receipt of file,  Company will:  

               (i)  provide a Workaround or Fix; or

               (ii) if the Fix  cannot be  provided  within two  business  days,
                    propose a date, subject to E&S' approval, when a Fix will be
                    provided; and in any event,

               (iii)provide a Fix to the  Support  Customer  within 30  calendar
                    days; and

               (iv) fix  the  Product  Deficiency  in  the  next  available  New
                    Version.

          (b)  High.  Within 14 calendar days of notification by E&S and receipt
               of file,  Company  will:  

               (i)  communicate   the   commitment   to  a  Workaround   or  Fix
                    availability within 14 calendar days of notification, and

               (ii) deliver  the Fix in the next  available  New  Version to the
                    Support Customer within 60 calendar days; or 

                                    Page 34
<PAGE>
               (iii)provide a Workaround  or Fix within 60 calendar days and fix
                    the Product Deficiency in the next available New Version.

          (c)  Medium.  Within four weeks of  notification by E&S and receipt of
               file,   Company  will:  

               (i)  communicate  the  commitment  to a Workaround or Fix and New
                    Version availability; and 

               (ii) deliver to such commitment.

          (d)  Low. Within six weeks of notification by E&S and receipt of file,
               Company will: 

               (i)  communicate  the  commitment  to a Workaround or Fix and New
                    Version availability; and 

               (ii) deliver to such commitment.

     4.7  Problem  Priority.  For purposes of this Exhibit,  the priority  level
          which  indicates the impact of the problem on the Support  Customer is
          defined below:

          (a)  Critical. The problem prevents use of Software Programs where use
               of Software Programs is on Support  Customer's  critical path, no
               Workaround exists for the problem, and use is mission critical to
               the customer.

          (b)  High. The problem prevents use of Software  Programs where use of
               Software  Programs  will soon be on Support  Customer's  critical
               path and no Workaround exists for the problem. If this problem is
               not corrected in a timely fashion, it may become "critical".

          (c)  Medium. The problem impairs use of Software Programs where use of
               Software Programs is on Support  Customer's  critical path, and a
               Workaround  exists;  the Workaround  process is tedious  (impacts
               productivity);  or the problem prevents use of Software  Programs
               not on  Support  Customer's  critical  path,  and  no  Workaround
               exists.  In  either  case,  there  is  a  significant  impact  on
               productivity and the problem is seen by the Support Customer as a
               major  inconvenience.  Or, a high volume of Support  Customers is
               affected. Or it is a chronic problem.

          (d)  Low. The problem impacts  productivity and is seen by the Support
               Customer as a minor  inconvenience  and an acceptable  Workaround
               exists for the problem. Other descriptors may include:  nuisance;
               easily worked around;  annoyance;  trivial;  or the likelihood of
               running  into it  elsewhere  is very  low and it is not a  severe
               problem.

     4.8  Failure to  Comply.  If Company  does not comply  with this  section 4
          within a reasonable  time,  E&S shall give Company  written  notice of
          such  failure  pursuant  to this  Agreement.  In addition to its other
          rights  under  this  Agreement,  E&S shall  have the right to  suspend
          support payments to Company.

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