Exhibit 10.22

IBM Worldwide Software Vendor Agreement
Base Agreement

This is a Worldwide Software Vendor Agreement ("WSVA") 
between New Paradigm Software Co. ("NPSC") and International 
Business Machines Corporation ("IBM").  The parties sign this 
Base Agreement only once.  After that, separate IBM companies 
that conduct business in a specific Territory may sign a 
separate Territory Agreement with NPSC under which the 
parties will agree to additional or replacement terms and 
conditions applicable to the specific Territory.
This Base Agreement, the Territory Agreement, and any 
applicable Attachment and Exhibits, or amendments thereto 
(the "Agreement"), are the complete agreement between the 
parties on this subject and replace all prior oral or written 
communications between the parties about it.  By signing 
below, the parties agree to the terms of this Base Agreement.  
Once signed, any reproduction of this Base Agreement 
(including Territory Agreements) made by reliable means (for 
example, photocopy or facsimile) is considered an original, 
unless prohibited by local law.  This Agreement may only be 
modified by a writing signed by both parties.
AGREED TO:
AGREED TO:

Internatinal Business Machines 
Corporation
New Paradigm Software Co.

By:___________________________
_____
By:___________________________
_____

____________________________
____
____________________________
____

Print Name
Vice-President, Solution 
Provider Marketing
Print Name
Chief Executive Officer

Title
____________________________
____
Title
____________________________
____

Date
Date


1. Definitions
Capitalized terms in this Agreement have the following 
meanings.  An Attachment, Exhibit or Territory Agreement may 
define additional terms.  However, those terms apply only to 
that Attachment, Exhibit or Territory Agreement.
Affiliates are wholesalers, dealers, distributors, agents 
and other entities either party separately uses to perform 
its obligations under this Agreement.  For IBM, these may 
also be called IBM Business Partners or Business Associates.
Code is computer programming code including both Object Code 
and Source Code:
a)	Object Code is the computer programming code 
substantially in binary form.  It is directly executable 
by a computer after processing, but without compilation or 
assembly.
b)	Source Code is the computer programming code that may be 
displayed in a form readable and understandable by a 
programmer of ordinary skill.  It includes related source 
code level system documentation, comments and procedural 
code and all its Maintenance Modifications and 
Enhancements.  Source Code does not include Object Code.
Derivative Work is work that is based on an underlying work 
and that would be a copyright infringement if preparred 
without the authorization of the copyright owner of the 
underlying work.  A Derivative Work is subject to the 
ownership rights and licenses of others in the underlying 
work.
Enhancements are changes or additions, other than 
Maintenance Modifications, to the Products:
a)	Basic Enhancements are incidental Enhancements that 
support new releases of operating systems and devices.  
They do not include Major Enhancements.
b)	Major Enhancements are Enhancements that provide 
substantial additional value that could be offered to 
Prospects for an additional charge.
Error is a) any mistake, problem or defect that causes a 
Product to malfunction or to fail to meet its specifications; 
or b) any incorrect or incomplete statement or diagram in the 
related documentation that causes a Product to be materially 
inaccurate or inadequate.
IBM License Agreement is the license agreement under which 
IBM may Sublicense NPSC's Products to Prospects in the 
Territory.
IBM Licensees are Subsidiaries or other licensees of IBM or 
its Subsidiaries who are authorized by IBM to Sublicense the 
Products to Prospects.
Maintenance Level Service is the Service provided when a 
customer identifies an Error.
a)	Level 1 is the Service provided in response to the 
customer's initial contact identifying an Error.
b)	Level 2 is the Service provided to reproduce an attempt 
to correct the Error, or to find that the Service provider 
cannot reproduce the Error.
c)	Level 3 is the Service provided to isolate the Error at 
the component level of the Products.  The Service provider 
distributes the Error correction or circumvention or gives 
notice if no correction or circumvention is found.
Maintenance Modifications are revisions that correct 
Errors.
Marketing Activities is the effort undertaken by IBM and 
its Affiliates or NPSC in marketing the Products and Services 
to Prospects either alone or with other products and 
services.
Marketing and Demonstation Materials arre Product 
brochures, technical specification sheets, demonstration 
presentations, Product education and training materials, 
Product descriptions used in electronic online services, and 
other marketing sales literature provided by NPSC to IBM, or 
prepared by IBM and approved by NPSC, for IBM's use in 
performance of Marketing Activities.  IBM's use of Marketing 
and Demonstration Materials may include transmission of them 
through electronic, online services.
New Products are a) Enhancements and Maintenance 
Modifications to NPSC's Products; b) any of NPSC's products 
that render NPSC's existing Products downlevel or obsolete; 
and c) any of NPSC's other software products which NPSC makes 
generally available in the Territory that perform functions 
similar to NPSC's existing Products.
Order is a duly authorized order submitted by IBM to NPSC for 
Products or Services, and is subject to the terms of this 
Agreement.
Products are NPSC's computer software products, including 
Code, documentation, related materials, and any security 
devices or "locks" that are listed in an Attachment or 
Amendment to a signed Territory Agreement.
Prospect is a potential or actual IBM customer for the 
Products that is or was a subject of Marketing Activities.  
Prospects may include IBM, IBM customers, IBM employees, IBM 
Affiliates and other parties.
Services are services associated with the Products, such as 
Product maintenance and Product support.  Services includes 
all three levels of Maintenance Level Services unless staed 
otherwise.
Sublicenses is the worldwide, non-exclusive, nontransferable 
right granted by IBM under this Agreement to a Prospect for 
use of the Products under an IBM License Agreement.
Subsidiary is an entity that is owned or controlled directly 
or indirectly (by more than 50% of its voting stock, or if 
not voting stock, decision-making power) by NPSC or IBM.
NPSC's License Agreement is the agreement under which NPSC 
sells, leases or licenses the Products to end users.
2. Agreement Structure
This Agreement consists of the following documents:
o Base Agreement establishes the standard terms and 
conditions of the relationship.
o Attachments and Exhibits establish the terms more 
specific to the relationship.
o Territory Agreement identifies the applicable 
Attachments, Exhibits and related agreements, and may 
include additional or replacement terms and conditions.
Both parties accept the terms of the Territory Agreement and 
identified Attachments and Exhibits by signing the Territory 
Agreement.  Related agreements require signatures of the 
parties, and in some cases third parties.
If there is a conflict among the terms of the various 
documents in this Agreement, those of an Attachment prevail 
over those of the Base Agreement.  The terms of a Territory 
Agreement prevail over those of both of these documents.
3. License Grants
Patent License:  NPSC grants IBM a worldwide, royalty-free 
and non-exclusive license under any inventions, patents or 
patent applications owned or licensable by NPSC during the 
term of this Agreement, and required to make, have made, use, 
have used, lease, sell, license or otherwise transfer the 
Products and Derivative Works, either alone or in combination 
with equipment and/or with other software.
Derivative Works License:  NPSC grants IBM and its 
Affiliates a worldwide, royalty-free, non-exclusive right and 
license to make, have made, use, have used, execute, 
reproduce, display, perform, prepare and distribute 
Derivative Works based on the Products.  IBM has all right, 
title and interest (including ownership of copyright) in such 
Derivative Works prepared by or on behalf of IBM.
Demonstration License:  NPSC grants IBM and its 
Affiliattes a worldwide, royalty-free, non-exclusive 
demonstration license for the Products, including the right 
to use, execute, display and copy the Products for training 
and demonstration use.
Marketing and Demonstration Materials:  NPSC grants IBM 
and its Affiliates a worldwide, royalty-free, non-exclusive 
right and license to use, display, copy, distribute, and to 
create Derivative Works in tangible or electronic form, of 
any copyrighted material (except the copyrighted portion of 
the Product Code), including but not limited to Marketing and 
Demonstration Materials, graphics, pictures, drrawings, 
screen layouts, text, programing interfaces, icons and any 
other related items owned or licensable by NPSC, for use by 
IBM in performance of Marketing Activities for NPSC's 
Products and Services, and for training of employees of IBM 
and its Affiliates.
Trademarks and Trade Names:  Except as otherwise provided 
in this Agreement, NPSC authorizes IBM and its Affiliates to 
use NPSC's trademarks, trade names and copyrighted materials 
for the Product solely for Marketing Activities under this 
Agreement.  NPSC will not use IBM's trademarks or trade names 
without IBM's prior written approval.
Trial License:  NPSC grants IBM and its Affiliates a 
worldwide, royalty-free, non-exclusive right to license 
demonstration copies of NPSC's Products to Prospects free of 
charge ("Trial License") under an appropriate Trial License 
agreement between IBM or NPSC, and the Prospect.  The Trial 
License shall be for evaluation only and shall not exceed 60 
days.  On a case by case basis, IBM shall have the right to 
request NPSC's consent to a longer trial period for a Trial 
License and NPSC shall consider any such requests in good 
faith and in a manner consistent with NPSC's business 
policies and practices in effect at the time each such 
request is made.  NPSC's consent shall not be unreasonably 
withheld or delayed.  Upon expiration or termination of the 
rial License Agreement, all demonstration copies will be 
destroyed or returned to NPSC or IBM.  NPSC agrees that IMB 
will not have any payment obligation to NPSC unless and until 
IBM licenses the Product to the Prospect for full productive 
use, and invoices the Propsect and recognizes revenue for it.  
Notwithstanding the foregoing, IBM may provide services to 
Prospects and cause other products to operate with NPSC's 
Products wihtout obligation or payment to NPSC.
Internal Use License:  NPSC grants IBM a worldwide and 
non-exclusive license to NPSC's Products for interenal use 
and the IBM Rate specified in the Territory Agreement.  This 
license grant authorizes IBM to: (a)  use, store, transmit, 
execute, display or merge the Products with a computer 
system; (b)   use the documentation provided with the 
Products in support of the use of the Products; and (c)   
make a copy of the Products and documentation for archival 
purposes. IBM's use of the Products shall be governed by the 
terms of this Agreement; the terms of NPSC's License 
Agreement are specifically excluded.
Except for the internal use license granted to IBM in the 
preceding paragraph, these license grants include the right 
for IBM to authorize others to do some or all of the 
foregoing. This Agreement does not grant IBM any ownership to 
any of the copyright rights in the Products.
4. Warranty:  Each party warrants to the other that it has 
the resources to perform its obligations under this 
Agreement, and that it is not under and will not assume any 
contractual obligation that conflicts with its obligations or 
the rights granted in this Agreement, or with any applicable 
laws, rules or regulations.
NPSC warrants that (1)  the Products are in compliance with 
all applicable laws, rules and regulations, (2)  NPSC has 
sufficient rights to the Products (including associated marks 
and names) to grant IBM the rights specified in this 
Agreement, and to grant Prospects the rights specified in 
NPSC's License Agreement or IBM's License Agreement, (3)  the 
Products conform to their specifications and any 
representations made by NPSC to IBM or Prospects, (4)  the 
Products (including but not limited to Marketing and 
Demonstration Materials) do not infringe any patent, 
copyright, trademark or trade secret or any other 
intellectual property rights of any third party, and do not 
contain any virus or other harmful code, and (5)  all 
information NPSC supplies regarding the Products and 
Services, including the information NPSC provides in the 
Marketing and Demonstration Materials is accurate.
THE FOREGOING WARRANTIES REPLACE ALL OTHER WARRANTIES 
AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE 
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND 
FITNESS FOR A PARTICULAR PURPOSE.
5. Indemnification:  In addition to damages for which NPSC 
is liable under law and this Agreement, NPSC indemnifies IBM 
(which includes its Subsidiaries), its Affiliates, Prospects 
and its and their end users, for claims by others made 
against them related to (1)  the Products or Services and all 
related materials, (including but not limited to Marketing 
and Demonstration Materials), (2)  NPSC's provision of them 
to IBM and its use of them under this Agreement (particularly 
regarding any claimed violation of an intellectual property 
right, the performance of the Products, and statements, 
representations or warranties about the Products NPSC makes) 
or (3)  NPSC's relations with anyone else.  If a claim 
appears likely or is made against IBM, its Affiliates or 
Prospects, about a Product, NPSC will obtain the necessary 
rights for IBM, its Affiliates and Prospects to continue 
exercising all rights granted in the Product, or NPSC will 
modify the Product so that it is non-infringing, or replace 
it with a Product that is functionally equivalent.  If IBM 
concludes that none of these alternatives is reasonably 
available, IBM may return the Products to NPSC, at NPSC's 
expense, for a full refund of all monies paid by IBM. 
NPSC will pay any settlement amounts it authorizes and all 
costs, damages and attorneys' fees that a court finally 
awards if IBM promptly NPSC notice of the claim, and allows 
NPSC to control and cooperates with NPSC in the defense of 
the claim and settlement negotiations.  IBM may participate 
in the proceedings at its option and expense.
6. Liability:  In addition to damages and indemnification 
for which NPSC is liable under law or this Agreement, NPSC is 
responsible for (a)  damages for bodily injury (including 
death) and damage to real property and tangible personal 
property, and (b)  the amount of any other actual loss or 
damage up to the greater of $100,000 or the charges for the 
Products or Services that are the subject of the claim.  
Except for claims arising under Section 5, entitled 
"Indemnification," neither party shall be liable to the other 
for any economic consequential damages (including lost 
profits or savings) or incidental damages, even if advised of 
their possibility.  IBM will not be liable to NPSC for 
amountsj in excess of amounts payable (if any) and unpaid in 
accordance with the terms of this Agreement.
7. Term and Termination:  This Agreement and any Terrority 
Agreement shall be effective when executed pursuant to 
Section 2 of this Base Agreement.  The term of this Base 
Agreement ends upon the termination or expiration of all 
Territory Agreements.
Unless otherwise stated in the Territory Agreement, IBM may 
terminate any Territory Agreement without cause by sending 
NPSC 90 days prior written notification specifying the 
termination date.  In recognition of the efforts expended by 
IBM relative to this Agreement, NPSC may not terminate any 
Territory Agreement without cause during the first 24 months 
afters its execution.  After the first 24 months, NPSC may 
terminate any Territory Agreement without cause with 90 days' 
prior written notice.  The effective date of termination will 
be specified in the notice.
Either party may terminate any Territory Agreement if the 
other materially breaches its obligations.  The termination 
notice to the party in breach must be in writing identifying 
the breach and will become effective 90 days after the 
notice, unless the breach is cured during the 90 days.  
Termination of a Territory Agreement does not terminate this 
Base Agreement while other Territory Agreements are in 
effect.
Any terms of this Agreement or a Territory Agreement which by 
their nature extend beyond the day this Agreement ends remain 
in effect until fulfilled, and apply to respective successors 
and assignees.  Except as otherwise provided in a related 
agreement, upon termination of this Agreement, all rights and 
licenses granted by NPSC to IBM shall cease, except IBM shall 
continue to have all necessary rights and licenses to perform 
the following acitvities:  (a)  IBM and its Affiliates may 
sell, lease, license, sublicense, and distribute any 
inventory of Products (b)  IBM and its Affiliates may 
continue to exercise the rights and licenses granted under 
this Agreement for up to six months after termination to fill 
Prospect orders IBM receives before the termination date, 
(c)  for as long as necessary to provide maintenance and 
support to customers, and (d)  continue to use the Products 
for internal use.  Any payment obligations by either party 
shall survive and continue.  All rights and licenses granted 
to Prospects shall survive and continue and shall in no way 
be affected by the termination of this Agreement.
8. Error Correction  NPSC will use commercially reasonable 
efforts to correct reproducible Errors in the Products and 
associated documentation.  In the event NPSC is unable after 
such efforts to correct the Products, NPSC shall, upon return 
by IBM of such Products, replace the Products not meeting 
NPSC's warranty, or if unable to deliver replacement Products 
free of defects in material and workmanship, refund IBM all 
monies paid for the Products.
9. Information:  All information exchanged under this 
Agreement is non-confidential.  Neither party shall disclose 
the terms of this Agreement to any third party without the 
other party's prior written consent, except to the extent 
necessary to establish each party's rights hereunder, or, as 
required by applicable law or regulations.  NPSC will not 
issue press releases or other publicity regarding this 
Agreement or the relationship under it without IBM's prior 
written approval.
10. Taxes:  Each party shall be responsible to collect, 
report and pay to the relevant taxing authority all taxes 
(inclduing, without limitation, sales and value add taxes) 
imposed by the national government, including any political 
subdivision thereof, applicable to the sale, lease, delivery, 
license or sublicense of the Products by that party.
IBM is entitled to deduct from any payments to be made to 
NPSC under this Agreement, any withholding tax which in IBM's 
opinion it is legally obligated to withhold and pay to any 
government body in relation to those payments.  If IBM is 
assessed withholding tax by any government body with respect 
to any payments to NPSC, then NPSC will reimburse IBM for 
such taxes and any related assessed interest and penalities 
which are not due to IBM's negligence.
11. Notice:  Any notice required or permitted under this 
Agreement will be sent to the Contract Coordinators named 
below, and shall be effective upon receipt as demonstrated by 
reliable written confirmation (for example, certified mail 
receipt, courier receipt or facsimile receipt confirmation 
sheet.)
Contract Coordinators:

For IBM:
International Business 
Machines Corporation
3200 Windy Hill Road, M/S 
WG9A
Atlanta, GA  30339
Attention: Bernadette Jones
770-835-8449


For NPSC: 
New Paradigm Software Co.
335 Madison Ave.
New York, NY  10017
Attention: Diran Cholakian
770-661-608

12. Most Favored Customer:  NPSC agrees not to charge IBM 
higher rates than those it charges to others who have a 
similar relationship with NPSC.  If during the Agreement 
Period NPSC sells, leases, licenses, or otherwise makes 
available the Products or any material part thereof, to any 
party with whom NPSC has a similar relationship to the 
relationship set forth herein for the purposes of licensing, 
sublicensing, marketing, reselling or outsourcing under 
similar terms and conditions which are more advantageous to 
such third party than those specified in this Agreement, then 
NPSC shall promptly notify IBM in writing.  IBM shall have 
the right within 30 days after receiving NPSC's notification 
to substitute such different terms for those specified in 
this Agreement, effective as of the date of availability of 
such terms to the third party.  NPSC shall return to IBM any 
payments IBM made subsequent to such date which are in excess 
of the payments required under the substituted terms.
13. General:  Neither party guarantees the success of any 
marketing effort it engages in for the Products.  Each party 
is free to enter into similar agreements with others, set its 
own prices, and conducts its business in whatever way it 
chooses, provided there is no interference with performing 
its obligations unders this Agreement.  IBM may independently 
develop, acquire, and market materials, equipment, or 
programs that may be competitive with (despite any similarity 
to) the Products or Services.  Each party is responsible for 
its own costs, including all business, travel and living 
expenses incurred by the performance of this Agreement.
Neither party has relied on any promises, inducements or 
representations by the other, except those expressly stated 
in this Agreement.  This Agreement is not to be construed as 
a commitment or obligation, express or implied, on the part 
of IBM that IBM will market, sell, purchase, license or 
Sublicense any Products under this Agreement.
NPSC may not assign, sell, transfer or subcontract any 
obligations under this Agreement without IBM's permission.  
Any act to do so is considered null and void.  NPSC will 
promptly notify IBM of any significant change to NPSC's 
business structure or operating environment.  Upon such 
notification, IBM may terminate this Agreement immediately.
Neither party will bring a legal action against the other 
more than two years after the cause of action arose.  Each 
party waives a jury trial in any dispute.  Failure by either 
party to demand strict performance or to exercise a right 
does not prevent either party from doing so later.
The parties are independent contractors.  Personnel NPSC 
supplies are deemed its employees and are not for any purpose 
considered employees or agents of IBM.  Each party assumes 
full responsibility for the actions of its personnel while 
performancing its obligations under this Agreement and is 
solely responsible for their direction and compensation.  The 
parties agree that use of the Products by IBM does not create 
any obligations for IBM in any way limiting or restricting 
the assignment of its employees.  IBM and its employees are 
free to use any information, processing ideas, concepts or 
techniques disclosed in the Products for any purpose 
whatsoever, subject to NPSC's statutory patent and copyright 
rights.
Unless otherwise stated in a Territory Agreement which shall 
only apply to that Territory, the laws of New York govern 
this Agreement.  The United Nations' Convention on the 
International Sale of Goods does not apply

IBM Worldwide Software Vendor Agreement
Reseller Attachment
Reference:  Territory Agreement T96642-00
This Reseller Attachment is invoked and thereby incorporated 
by reference when a Territory Agreement is executed pursuant 
to Section 2 of the Base Agreement.  It establishes 
additional terms under which IBM may license NPSC's Products 
and Services for marketing and reselling to Prospects in a 
Territory under NPSC's License Agreement at prices 
established by IBM.  Once a Territory Agreement referencing 
this Attachment is executed, IBM or its Affiliates may order 
NPSC's Products and Services listed in the Territory 
Agreement by sending NPSC an Order by mail, fax or electronic 
means.
1. License Grant:  NPSC grants IBM and its Affiliates a 
worldwide, royalty-free, non-exclusive right and license to 
use, execute, reproduce, display, perform, market and 
distribute, in tangible and electronic form, the Products 
delivered to IBM hereunder subject only to IBM's payment 
obligations specified in the Territory Agreement for 
licensing of Products to Prospects for productive use.  The 
Products, Marketing and Demonstration Materials and 
Derivative Works thereof, may be distributed externally under 
this Agreement by IBM and its Affiliates for purposes of, 
including but not limited t: reselling, licensing, 
demonstration, evaluation, promotional activities, education 
of IBM employees, its Affiliates and Prospects, limited trial 
use or preview by Prospects, developing and delivering proof 
of concept demonstrations and implementation services, or 
providing maintenance and support.  These license grants 
include the right for IBM to authorize others to do some or 
all of the foregoing.
2. Delivery:  NPSC will deliver the Products specified in 
each IBM Order, and will use its best efforts to meet IBM's 
requested delivery dates and quantities.  NPSC will notify 
IBM within 5 working days of its receipt of IBM's Order if 
NPSC can not meet IBM's request, and will include a proposed 
delivery schedule that NPSC agrees to meet.  IBM may then 
accept NPSC's proposed delivery schedule or cancel the Order 
without liability.  NPSC will pay all transportation charges 
required for the shipment of the Products to the location IBM 
specifies.
3. Market Support:  NPSC  will provide the following market 
support activities to IBM and its Affiliates at no additional 
charge during the term of this Agreement.  All of NPSC's 
personnel providing market support will have sufficient 
Product knowledge and skills to adequately perform the 
support services requested.  Such personnel will have at 
least the same level of Product knowledge and skills as 
NPSC's personnel providing similar services to its customers.
Marketing Events:  NPSC will participate in trade 
shows, executive conferences, and other marketing 
events, on dates and at locations mutually agreed to by 
the parties.
Telephone Support:  NPSC will provide telephone 
consulting services durings its normal business hours to 
address technical questions related to demonstration, 
marketing, operation, use and installation of the 
Products.
Pre-sales Support:  NPSC will provide pre-sales 
technical support services and demonstration assistance 
for the Products to Prospects on dates and at locations 
mutually agreed to by the parties.
Training:  NPSC will provide the training and education 
classes for its Products and Services as specified in 
the Territory Agreement.
IBM's obligations for Marketing Activities are described in 
the Territory Agreement.
4. Marketing and Demonstration Materials:  NPSC will 
provide to IBM and its Affiliates the Marketing and 
Demonstration Materials specified in the Territory Agreement.  
NPSC authorizes IBM to alter the Marketing and Demonstration 
Materials to indicate that IBM has the authority to market, 
price, license and provide Services for the Products.  IBM 
shall submit for NPSC's prior written approval all Marketing 
and Demonstration Materials which IBM prepares for marketing 
NPSC's Products and Services to Prospects.  NPSC's consent to 
use all information included in such Marketing and 
Demonstration Materials, including but not limited to, 
content, descriptions, technical information and usage of 
trademarks, trade names and copyrighted materials shall not 
be unreasonably withheld.  NPSC shall respond in a timely 
manner to the IBM Contract Coordinator for all such 
submissions.
5. Product Support:  During the term of the Territory 
Agreement and for at least one year after delivery of each 
Product sold to an IBM Prospect, NPSC will offer warranty, 
maintenance, and support Services for the Products to 
Prospects that are no less favorable than those NPSC 
generally offers to its customers for the Products in the 
Territory.  If during a period of one year from the date of 
delivery the Products do not comply with NPSC's warranties, 
NPSC agrees to correct the deficiency without charge and 
provide to IBM and Prospects such corrections in a timely 
manner.  IBM may o ffer additional services for NPSC's 
Products to Prospects.
6. Returns, Upgrades and New Products:  IBM may return 
to NPSC at NPSC's expense for a full refund any Product that 
contains an Error that in IBM's reasonable judgment renders 
it unsuitable for marketing.  NPSC represents that the 
Products available to IBM under this Agreement are always the 
most current release or version that NPSC makes available in 
the Territory.  If NPSC creates any New Products, IBM may 
offer such New Products to Prospects at a reasonable upgrade 
charge that the parties agreed to.  NPSC will notify IBM at 
least 90 days prior to offering New Products to Prospects in 
the Territory.  NPSC will make available to IBM at no 
additional charge all new releases and versions for which 
NPSC does not require an additional charge from its 
customers. NPSC will offer all New Products to IBM for 
marketing under this Agreement as replacement for, or in 
addition to, NPSC's Products already under this Agreement.  
NPSC will give IBM at least six months' notice prior to 
withdrawing any Products (including any version) from 
marketing or support.
7. NPSC's License Agreement:  NPSC will include a copy of 
its License Agreement with each Product.  It must be packaged 
so that the Prospect agrees to it before use of the Product.  
IBM will obtain the Prospect's signature on NPSC's License 
Agreement, if required.  NPSC authroizes IBM to accept and 
execute NPSC's License Agreement on NPSC's behalf.  IBM will 
periodically forward a signedcopyof NPSC's License 
Agreementto NPSC for its records.  IBM is not a party to the 
NPSC License Agreement and does not assume any obligation for 
violations of it.
8. IBM Rate:  NPSC will provide the Products to IBM at the 
rate stated in the Territory Agreement ("IBM Rate").  IBM is 
not obligated to license any minimum quantities.  NPSC will 
give IBM the benefit of any price decreases NPSC offers for 
Products not yet purchased by Prospects from the date a price 
decrease becomes effective.  IBM payments to NPSC will be at 
the IBM Rate stated in the Territory Agreement subject to any 
withholding tax requirement and/or any applicable transaction 
based taxes (including, without limitation, sales and value-
add taxes).  With the exception of theibm Rate (subject to 
anywithholding requirements plus any applicable transaction 
based taxes), IBM will not pay NPSC any other payments 
related to the Prodcuts (for example, under any IBM Business 
Party Agreeement).  IBM shall have full freedom and 
flexibility in pricing NPSC's Products under the Territory 
Agreement and in establishing the terms and conditions under 
which they are offered to Prospects.  IBM is not required to 
pay NPSC, and NPSC agrees not to charge IBM for, taxes for 
the Products which are licensed by IBM in the United States 
and Puerto Rico.
9. Payment to NPSC:  Unless otherwise stated in a Territory 
Agreement, all payments shall be made to NPSC within 30 days 
after the close of each calendar quarter in which IBM 
licenses a Product to a Prospect for productive use, and 
invoices the Prospect and recognizes revenue for it.  All 
payments to NPSC shall be net of refunds, adjustments, and if 
applicable, taxes.  Payments will be accompanied by a summary 
of the bases for determining its amount.  IBM will maintain 
records to support the payment amount.  Payment will be made 
by either elecronic funds transfer, or by mail.  Payment is 
deemed to be made on the date of electronic funds transfer, 
or on the date of mailing, as applicable

IBM Worldwide Software Vendor Agreement
Sublicensing Attachment
Reference:  Territory Agreement T96642-00
This Sublicensing Attachment is invoked and thereby 
incorporated by reference when a Territory Agreement is 
executed pursuant to Section 2 of the Base Agreement.  It 
establishes additional terms under which IBM may market and 
Sublicense NPSC's Products to Prospects in a Territory.
1. SublicenseGrant:  NPSC grants IBM and its Affiliates a 
worldwide, non-exclusive right to market and Sublicense 
(including the right to use, copy, reproduce, translate, 
execute, display, perform, lease, and distribute, in tangible 
or electronic form) NPSC's Products under the NPSC trademark 
or trade names, and all related documentation, to Prospects 
in the Territory under the terms of an IBM License Agreement.  
Each copy of the Products Sublicensed to a Prospect shall be 
for the Prospect's internal business use and shall not be 
used for purposes of further distribution.  Notwithstanding 
any provision to the contrary, these license grants include 
the right of IBM tosublicense others to do some or all of the 
foregoing.
2. Delivery:  NPSC will deliver the Products specified on 
each IBM Order, and will use its best efforts to meet IBM's 
requested delivery dates and quantities.  NPSC will notify 
IBM within 5 working days of receipt of an Order if it cannot 
meet IBM's request, and will include a proposed delivery 
schedule that NPSC agrees to meet.  IBM may then accept 
NPSC's proposed delivery schedule or cancel the Order without 
liability.  NPSC will pay all transportation charges required 
for the shipment of the Products to the location IBM 
specifies.
3. Market Support:  NPSC will provide the following market 
support activities to IBM and its Affiliates at no additional 
charge during the term of this Territory Agreement:
Marketing Events:  NPSC will participate in trade 
shows, executive conferences, and other marketing 
events, on dates and locations mutually agreed to by the 
parties.
Telephone Support:  NPSC will provide no-charge 
telephone consulting services via a toll-free number 
during its normal business hours to address technical 
questions related to demonstration, marketing, 
operation, use and installation of the Products.
Pre-sales Support:  NPSC will provide no-charge, pre-
sales technical support services and demonstration 
assistance for the Products to Prospects on dates and 
locations mutually agreed to by the parties.
Training:  NPSC will provide the training and education 
classes for its Products and Services as specified in 
the Territory Agreement.
IBM's obligations for Marketing Activities are described in 
the Territory Agreement.
4. Marketing and Demonstration Materials:  NPSC will 
provide to IBM and its Affiliates the Marketing and 
Demonstration Materials specified in the Territory Agreement.  
NPSC authorizes IBM to alter the Marketing and Demonstration 
Materials to indicate that IBM has the authority to market, 
price, Sublicense, and provide Services for the Products.  
IBM shall submit for NPSC's prior written approval all 
Marketing and Demonstration Materials which IBM prepares for 
marketing NPSC's Products and Services to Prospects.  NPSC's 
consent to use all inforamtion included in such Marketing and 
Demonstration Materials, including but not limited to, 
content, descriptions, technical information and usage of 
trademarks, trade names and copyrighted materials shall not 
be unreasonably withheld.  NPSC shall respond in a timely 
manner to the IBM Contract Coordinator for all such 
submissions.
5. Product Support:  IBM will offer Services for the 
Products to Prospects in accordance with the IBM License 
Agreement.  NPSC agrees to provide maintenance and support 
Services for the Products to IBM during the term of the 
Territory Agreement, and continuing for two years after 
termination of the Territory Agreement, to enable IBM to 
continue to offer Services to Prospects.  NPSC also agrees to 
provide telephone consulting services to IBM  during NPSC's 
normal business hours to address technical questions related 
to demonstration, marketing, operations, use and installation 
of the Products IBM Sublicenses to Prospects.
6. Returns, Upgrades and New Products:  IBM may return 
to NPSC at NPSC's expense for a full refund any Product that 
contains an Error that in IBM's reasonable judgment renders 
it unsuitable for marketing or Sublicensing.  NPSC represents 
that the Products available to IBM under this Agreement are 
always the most current release or version that NPSC makes 
available in the Territory.  If NPSC creates any New 
Products, IBM may Sublicense such New Products to Prospects 
at a reasonable upgrade charge that the parties agree to.  
NPSC will make available to IBM at no additional charge all 
new releases and versions for which NPSC does not require an 
additional charge from NPSC's customers.  NPSC will offer all 
New Products to IBM for Sublicensing under this Agreement as 
replacement for, or in addition to, the Products already 
covered by Agreement.  NPSC will give IBM at least six 
months' notice prior to withdrawing any Products (including 
any version) from marketing or support.
7. IBM License Agreement:  IBM will provide a copy of the 
IBM License Agreement to each Prospect.  IBM will maintain 
records of accepted IBM License Agreements.
8. IBM Rate:  NPSC will provide the Products to IBM at the 
rate stated in the Territory Agreement ("IBM Rate").  IBM is 
not obligated to Sublicense any minimum quantities.  NPSC 
will give IBM the benefit of any price decreases NPSC offers 
for Products not yet installed from the date a price decrease 
becomes effective.  IBM payments to NPSC will be at the IBM 
Rate stated in the Terriroty Agreement subject to any 
withholding tax requirement plus any applicable transaction 
based taxes (including, without limitation, sales and value-
add taxes).  With the exception of the IBM Rate (subject to 
any withholding requirements plus any applicable transaction 
based taxes), IBM will not pay NPSC any other payments 
related to the Products (for example, under any IBM Business 
Partner Agreement).  IBM shall have full freedom and 
flexibility in pricing NPSC's Products under the Territory 
Agreements and in establishing the terms and conditions under 
which they are Sublicensed to Prospects.  IBM is not required 
to pay NPSC, and NPSC agrees not to charge IBM for, taxes for 
the Products which are Sublicensed by IBM in the United 
States and Puerto Rico.
9. Payment to NPSC:  Unless otherwise stated in a Territory 
Agreement, all payments shall be made to NPSC within 30 days 
after the close of the calendar quarter in which IBM 
Sublicenses a Product to a Prospect for productive use, and 
invoices the Prospect and recognizes revenue for it.  Alll 
payments to NPSC shall be net of refunds, adjustments, and if 
applicable, taxes.  Payment will be accompanied by a summary 
of the basis for determining its amount.  IBM will maintain 
records to support the payment amount.  Payment will be made 
by either electronic funds transfer, or by mail.  Payment is 
deemed to be made on the date of electronic funds transfer, 
or on the date of mailing, as applicable.
10. Certificate of Originality:  NPSC will provide to IBM 
a completed Certificate of Originality (attached Exhibit) for 
each Product within 30 days of signing the Territory 
Agreement or within 30 days of adding a new Product to the 
Territory Agreement. NPSC warrants the accuracy of all 
statements in each completed Certificate of Originality

IBM Worldwide Software Vendor Agreement
Outstanding Attachment
Reference Territory Agreement Number: T96642-00
This Outsourcing Attachment is invoked when NPSC and 
Integrated Systems Solutions Corporation ("(ISCC-like name)," 
a wholly-owned IBM Subsidiary and any related Integrated 
Systems Solutions organizations worldwide, including IBM and 
its Subsidiearies), sign a Territory Agreement which 
incorporates it by reference.  It sets forth the terms and 
conditions governing the licensing from time to time by NPSC 
to (ISSC-like name) of the Products for (ISSC-like name)'s  
use in providing Outsourcing Services to Prospects.  The 
provisions of this Attachment will supersede and replace the 
provisions of NPSC's License Agreement that would otherwise 
be appliable for licenses obtained after the date the parties 
sign a Territory Agreement referencing this Attachment 
regarding the Products, irrespective of whether the Products 
are obtained directly or indirectly (e.g., through a 
distributor) from NPSC.  However, the provisions of this 
Attachment shall not supersede the provisions of individually 
negotiated, signed agreements entered into between NPSC and 
(ISSC-like name) regarding the Products.
1. Definitions:  In addition to the terms defined in the 
Base Agreement, the capitalized terms in this Attachment have 
the following meanings:
o Outsourcing Services are the services (ISSC-like 
name) provides involving acquisition, installation and 
operation of NPSC's products on computer systems at 
(ISSC-like name), IBM, Prospect or third party 
locations for (ISSC-like name)'s use in support of 
IBM's or a Prospect's facilities management or data 
processing requirements.
o (ISSC-like name) License Agreement is the license 
agreement under which ((ISSC-like name) may Sublicense 
NPSC's Products to Prospects in the Territory.
o Certificate of Originality NPSC will provide to 
(ISSC-like name) a completed Certificate of 
Originality (attached Exhibit) for each Product within 
30 days of signing this Agreement or within 30 days of 
adding a new Product to the Territory Agreement.  NPSC 
warrants the accuracy of all statements in each 
completed Certificate of Originality.
o Support for Sublicensed Products:  In the event 
(ISSC-like name) elects to Sublicense the Products to 
Prospects as described herein, (ISSC-like name) may, 
on a case-by-case basis, provide Services on NPSC's 
behalf to Prospects in the Territory.
2. Sublicense Grant:  NPSC grants to (ISSC-like name) a 
worldwide, non-exclusive right to market and Sublicense 
(including the right to use, copy, reproduce, translate, 
execute, display, lease and distribute, in tangible or 
electronic form) NPSC's Products, and all related 
documentation, to Prospects in the Territory under the terms 
of an (ISSC-like name) License.  Each copy of the Products 
Sublicensed to a Prospect shall be for Prospect's internal 
business use and shall not be used for purposes of further 
distribution.  Notwithstanding any provision to the contrary, 
these license grants include the right of (ISSC-like name) to 
authorize others to do some or all of the foregoing.
In addition, NPSC grant (ISSC-like name) a worldwide, 
royalty-free, non-exclusive right to Sublicense demonstration 
copies of NPSC's Products to Prospects free of charge ("Trial 
License") under an appropriate Trial License agreement 
between (ISSC-like name) or NPSC, and the Prospect.  The 
Trial License shall be for evaluation only and shall not 
exceed 60 days.  On a case by case basis, (ISSC-like name) 
shall have the right to request NPSC's consent to a longer 
trial period for a Trial License and NPSC shall consider any 
such requests in good faith and in a manner consistent iwth 
NPSC's business policies and practices in effect at the time 
each such request is made.  NPSC's consent shall not be 
unreasonably withheld or delayed.  Upon expiration or 
termination of the Trial Sublicense, all demonstration copies 
will be returned to NPSC or (ISSC-like name).  NPSC agrees 
that (ISSC-like name) will not have any payment obligation to 
NPSC unless and until (ISSC-like name) licenses the Product 
to the Prospect for full productive use and recognizes 
revenue for it.
3. Delivery:  NPSC will deliver the Products specified on an 
(ISSC-like name) Order, and will use its best efforts to meet 
(ISSC-like name)'s requested delivery dates and quantities.  
NPSC will notify (ISSC-like name) within 5 working days of 
receipt of an Order if it cannot meet (ISSC-like name)'s 
request, and will include a proposed delivery schedule that 
NPSC agrees to meet.  (ISSC-like name) may then accept NPSC's 
proposed delivery schedule or cancel the Order without 
liability.  NPSC will pay all transportation charges required 
for the shipment of the Products to the location (ISSC-like 
name) specifies.
4. Support:
Technical Support:  (ISSC-like name) may request that 
NPSC provide technical support to (ISSC-like name) for 
Products which (ISSC-like name) licenses for use in 
providing Outsourcing Services to Prospects.  The rates 
for such support shall be established in the Territory 
Agreement.  (ISSC-like name) shall be entitled to 
terminate any arrangement for technical support on 30 
days' written notice to NPSC. 
Product Education:  NPSC will offer to (ISSC-like 
name) education courses on the installation and use of 
the Products in accordance with the education fees set 
forth in the Territory Agreement.
5. (ISSC-like name) Rate:  NPSC will provide the Products 
to (ISSC-like name) at the rate stated in the Territory 
Agreement "Outsourcing Rate").  Minimum order quantities do 
not apply.  (ISSC-like name) payments to NPSC will be at the 
Outsourcing Rate stated in the Territory Agreement subject to 
any withholding tax requirement plus any applicalbe 
transaction based taxes (including, without limitation, sales 
and value-add taxes).  With the exception of the Outsourcing 
Rate (subject to any withholding requirements plus any 
applicable transaction based taxes), (ISSC-like name) will 
not pay NPSC any other payments related to the Products (for 
example, under any IBM Business Partner Agreement).  (ISSC-
like name) is not required to pay NPSC, and NPSC agrees not 
to charge (ISSC-like name) for, taxes for the Products which 
are licensed and/or Sublicensed by (ISSC-like name) in the 
United States and Puerto Rico.
6. Outsourcing Services:  NPSC acknowledges that IBM, 
Prospects, (ISSC-like name) licensees, and NPSC's licensees 
may retain (ISSC-like name) to perform Outsourcing Services 
on their behalf.  Notwithstanding any other provision of the 
Agreement or of any license agreement, IBM, and each (ISSC-
like name) licensee or any of NPSC's other licensees, shall 
have the right to grant access to the Products it has 
acquired to (ISSC-like name) solely for the purpose of 
providing Outsourcing Services.  (ISSC-like name) shall have 
the right to install such Products on computer systems owned 
by, leased to, or under the control of IBM, the (ISSC-like 
name) licensee or any of NPSC's other licensees.  The 
foregoing rights are subject to: (1) (ISSC-like name) giving 
NPSC notice of such Products to be managed by (ISSC-like 
name), and (2) (ISSC-like name) not copying the Products or 
receiving general development use access to the Products 
unless prior written notice has been provided to NPSC.  NPSC 
agrees that there will be no fee to transfer assignment of 
licensing rights in the Products by a licensee of NPSC's 
Products to (ISSC-like name), or by (ISSC-like name) to the 
Prospect.  Further, there will be no fee to transfer the 
Products to an (ISSC-like name) computer system located in 
the Territory which is of like configuration as the computer 
system for which such Products were licensed by NPSC.  (ISSC-
like name) may elect to acquire licensing rights in the 
Products under the terms of this Attachment for its use in 
providing Outsourcing Services to Prospects.
In those instances where the Prospect has the licensing 
rights to the Products, (ISSC-like name) agrees that its use 
of the Products shall only be used on behalf of and for the 
benefit of the Prospect.  Access to the Products shall be 
limited to those (ISSC-like name) employees or its 
contractors needed to provide Outsourcing Services.  Upon 
termination of (ISSC-like name)'s contract to provide 
Outsourcing Services to a Prospect, (ISSC-like name)'s rights 
under this Agreement to use the Products licensed to the 
Prospect shall also termiante.  The rights of IBM, (ISSC-like 
name) licensees or any of NPSC's other licensees to continue 
to use NPSC's Products for their own business purposes shall 
be governed by the terms of NPSC's License Agreement.
(ISSC-like name) shall have the right to assign the Products 
for which it has acquired licensing rights from NPSC 
hereunder to its Prospect for use on the same or different 
machine at the same or different location, but for use of 
essentially the same purpose, at no additional cost, provided 
that (ISSC-like name) gives NPSC 30 days' prior written 
notice of its intent to assign such rights, and provided 
further that (ISSC-like name)'s Prospect signs NPSC's License 
Agreement, or its equivalent.  At the conclusion of (ISSC-
like name)'s contract with its Prospect to provide 
Outsourcing Services, (ISSC-like name) shall retain all 
license rights it has previously acquired from NPSC for the 
Products, and shall be free to continue to use such Products 
in support of its business needs, including in support of the 
provision of Outsourcing Services to other Prospects, at no 
additional fee, subject to continued compliance with the 
terms of NPSC's License Agreement.
7. Payment to NPSC:  Unless otherwise stated in a 
Territory Agreement, all payments shall be made to NPSC 
within 30 days after the close of the calendar quarter in 
which IBM licenses a Product to a Prospect, and invoices the 
Prospect and recognizes revenue for it.  All payments shall 
be net of refunds and adjustments, and if applicable, taxes.  
Payment will be accompanied by a summary of the basis for 
determining its amount.  (ISSC-like name) will maintain 
records to support the payment amount.  Payment will be made 
by either electronic funds transfer, or by mail.  Payment is 
deemed to be made on the date of electronic funds transfer, 
or on the date of mailing, as applicable.
8. Information:  (ISSC-like name) acknowledges that NPSC's 
Products may be protected by copyright law.  (ISSC-like name) 
will reproduce copyright notices incorporated in or marked on 
or fixed to the Products on all copies of all or any part of 
the Products that (ISSC-like name) makes.  A copyright notice 
on the Products does not, by itself, constitute evidence of 
publication or public disclosure

IBM Worldwide Software Vendor Agreement
Territory Agreement
Reference:  Base Agreement T96642-00
This Territory Agreement is in addition to the referenced 
Base Agreement.  Each party agrees that the complete 
agreement between the parties consists of the Base Agreement, 
this Territory Agreement, and the below Attachments and 
Exhibits, and replace all prior oral or written 
communications between the parties about it.
o the Worldwide Software Vendor Base Agreement
o the Reseller Attachment
o the Sublicensing Attachment
o the Outsourcing Attachment
o Exhibit  Certificate of Originality (COO)
o Appendix  COO
o Exhibit  NPSC's License Agreement

The following are related agreements between the parties:
o the Confidentiality Agreement
o the Escrow Agreement

AGREED TO:
AGREED TO:

Internatinal Business Machines 
Corporation
New Paradigm Software Co.

By:___________________________
_____
By:___________________________
_____

John G. Schwarz   
_________________
Mark Blundell____  
________________

Print Name
Vice-President, Solution 
Provider Marketing
Print Name
Chief Executive Officer

Title
____________________________
____
Title
____________________________
____

Date
Date


1. Terms Amending the Base Agreement:  The following 
terms and conditions amend those contained in the Base 
Agreement:

Section 1. "Definitions"
Add the following definition:

"Additional Method" is Code and/or any Enhancement of Code 
(Additoinal Methods typically contain only a few lines of 
Code) created by or on behalf of IBM which is used by the 
Product or (New Product) under the control of data stored in 
the Product's (or New Product's) database by means of the 
Product's (or New Product's) control program.  Additional 
Methods do not include any data stored in the database or the 
configuration of any database which is used during the run 
time of any Product or New Product.  For example, an 
Additional Method may be written to allow the Product to 
access or call a hardware card."
In the definiton of "Products", add the word "Object" before 
the word "Code".

Section 3. "License Grants"
Under the paragraph entitled "Patent License", delte the word 
"sell" from the third line.
Replace the last sentence of the "Derivative Works License" 
paragraph with the following:
"For all Derivative Works which are Additional Methods, IBM 
hereby grants NPSC a worldwide, royalty-free, non-exclusive 
right and license to make, have made, use, have used, 
execute, reproduce, display, perform, prepare and distribute 
Derivative Works based on the Additional Methods."
In the seventh sentence of the paragraph entitled "Trial 
License", add the words "during the term of the Trial License 
only," before the word "IBM".

Section 4. "Warranty"
Add the words "in all material respects" at the end of the 
last sentence of paragraph 2, after the word "accurate."

Section 7. "Term and Termination"
In subparagraph (a) of paragraph 4, delete the word "sell" 
and add the words "purchased by IBM from NPSC" at the end of 
the sentence.

Section 9. "Information"
Add the words "except as required by law or by regulation 
having the force of law" at the end of the last sentence.

2. Terms Amending the Attachments:  The following terms 
and conditions amend those contained in the Reseller and 
Sublicensing Attachments:

Section 3. "Market Support"
Revise the paragraph entitled "Pre-sales Support" as follows:
Pre-sales Support:  NPSC will provide pre-sales technical 
support services and demonstration assistance for the 
Products on dates and locations mutually agreed to by the 
parties.  IBM agrees to reimburse NPSC for out-of-pocket 
expenses related to said pre-sales support, provided the 
expenses are approved by IBM in advance, in accordance with 
the terms and conditions of the IBM travel guide.
3. Territory:  The Territory for this Agreement shall 
consist of the following countries:
United States, Puerto Rico
4. IBM Rate for NPSC's Products and Services:  The IBM 
Rate payable to NPSC for Reselling and Outsourcing of NPSC's 
Products and Services under this Agreement are stated in the 
following tables, and shall be net of refunds and adjustments 
granted to Prospects.
When the IBM Rate is calculated as a percentage of IBM 
revenue, the percentage level of IBM revenue for any New 
Products and upgrades shall not be greater than the 
percentage of IBM revenue paid to NPSC for NPSC's existing 
Products described in the Territory Agreement.
When the IBM Rate is not calculated as a percentage of IBM 
revenue, the IBM Rate for New Products or upgrades will be 
set at the same percentage of NPSC's New Product published 
list price in the Territory as the percentage which 
previously existed between the IBM Rate and NPSC's list price 
for the Products in the Territory.

RESELLER RATES
Product Type
Product Name
IBM Rate
IBM Rate

Products
COPERNICUS
35% of IBM 
Revenue  
thru 
12/31/97
40% of IBM 
Revenue 1
after 
12/31/97

Services
Maintenance/Wa
rranty
75% of IBM 
Revenue  
70% of IBM 
Revenue 2
if sold in 
conjunction 
with the 
Product


OUTSOURCING RATES
Product Type
Product Name
IBM Rate
IBM Rate

Products
COPERNICUS
35% of IBM 
Revenue 1
thru 
12/31/97
40% of IBM 
Revenue 1
after 
12/31/97

Services
Maintenance/Wa
rranty
75% of IBM 
Revenue 2
70% of IBM 
Revenue 2
if sold in 
conjunction 
with the 
Product



A "site" is defined as one building or central location which 
may house one or more departmetns dedicated to one company.  
As this relationship between IBM and NPSC develops, this 
definition may be revised, from time to time, at IBM's sole 
discretion.  NPSC will be notified of such revision.
Annually, three months following the end of the prior 
calendar year, IBM will calcuate the aggregate amount of all 
license fees that would have been payable to NPSC in such 
prior calendar year if the applicable Minimum IBM Rate (i.e., 
floor) per platform, per site license had been used to 
calculate quarterly payments, instead of the applicable 
percent of IBM revenue specified in the Territory Agreement.  
If the aggregate amount of percent of IBM revenue license 
fees paid to NPSC for such calendar year was less than the 
Minimum IBM Rate, as set forth above, IBM will pay NPSC the 
difference, as an annual minimum license fee adjustment, with 
the next scheduled payment.
In the event IBM finds it necessary to offer a Prospect a 
special discount, then on a case by case basis IBM may 
request a lower IBM Rate for such transaction.  If NPSC 
agrees to such lower IBM Rate, the parties will sign an 
amendment specifying the lower amount.
5. IBM Respnsibilities:
5.1  Marketing Activities:  IBM will use reasonable 
efforts to develop and implement a market support plan for 
the Products.  The market support plan may include, at IBM's 
sole discretion, the following Marketing Activities for the 
Products:
o identify and qualify Prospects for the Products;
o as appropriate, demonstrate the Products to Prospects;]
o develop sales proposals;
o advertise NPSC's Products in various trade magazines and 
other publications;
o include NPSC's Products in trade shows, executive 
conferences, and other marketing events;
o implement telemarketing or direct mail campaigns.

5.2  Other Activities:  IBM is responsible for ordering, 
billing and accounts receivable activities related to the 
Products it licenses to Prospects.
6. NPSC's Responsibilities: 
6.1  Training:  NPSC agrees to provide the following 
training to IBM and its Affiliates, or an equivalent level of 
training as IBM deems adequate, at no charge to IBM or its 
Affiliates, on a quarterly basis:
o two (2) 1-day marketing classes which relate to the 
demonstration and marketing of the Products; and
o two (2) 1-day technical classes which relate to the 
installation and use of the Products.

6.2  NPSC's Delivery of Materials:  NPSC will deliver 
the following materials to IBM at no charge:
Within seven (7) days after the effective date of this 
Territory Agreement, NPSC will deliver to IBM two (2) master 
copies of NPSC's License Agreement.  IBM may make unlimited 
copies of NPSC's License Agreement to provide to Prospects.
Within seven (7) days after the effective date of this 
Territory Agreement, NPSC will deliver to IBM two (2) copies 
of each of NPSC's Products for demonstration purposes, as 
provided for in the Base Agreement.  IBM agrees not to 
reverse assemble, reverse compile, or otherwise attempt to 
derive the Source Code for the Products.
Within seven (7) days after the effective date of this 
Territory Agreement, NPSC will deliver to IBM one master copy 
of NPSC's Marketing and Demonstration Materials for IBM's use 
in Marketing Activities.  IBM may make unlimited copies of 
NPSC's Marketing and Demonstration Materials to provide to 
Prospects.  NPSC agrees to provide additional reasonable 
quantities of NPSC's Marketing and Demonstration Materials at 
no charge to IBM upon IBM's request.
6.3  End User Support:  NPSC will provide Level 1, Level 2 
and Level 3 End User Support to IBM and our customers of  the 
Product.  If it is determined that an Error exists, NPSC will 
investigate and track the problem, correct the Error and 
provide corrections to IBM and our customers covered by a 
NPSC License Agreement.
NPSC will make support available to the IBM Customer Support 
Center during normal business hours to answer questions 
related to the use and installation of the Products.
6.4  Billable Services:  In the event IBM requests that 
NPSC provide other services above and beyond those specified 
in this Agreement, and NPSC agrees to provide such services 
("Billable Services") NPSC will furnish such services in a 
workmanlike manner in accordance with the terms and 
conditions of a separate IBM Agreement to be negotiated in 
good faith by the parties.  Payment by IBM for Billable 
Services will be made to NPSC in accordance with the separate 
IBM Agreement or IBM purchase order authorizing such Billable 
Services

IBM Worldwide Software Vendor Agreement
Exhibit Certificate of Originality (COO)
Reference: Territory Agreement T96642-00
NPSC agrees to sign and provide this Certificate of 
Originality ("COO") to IBM when the parties sign a 
Territory Agreement(s) which incorporate this COO.
If NPSC provides IBM any Product(s), related 
documentation, microcode or other software material, 
(collectively, "Product Material") NPSC must complete 
this questionnaire and send it to IBM's Contract 
Coordinator for this transaction. NPSC will provide IBM 
with any additional information needed for copyright 
registration or enforcement of legal rights relating to 
the Product Material.
One questionnaire can cover one complete Product even if 
that Product includes multiple modules. A separate 
questionnaire must be completed for Code and another for 
its related documentation.  Significant changes to the 
Product Material will require completion of a new 
questionnaire.
Please do not leave any questions blank. Write "not 
applicable" or "N/A" if a question is not relevant to 
the Product Material.  If additional space is needed to 
complete any question, please attach a separate sheet of 
paper that identifies the question number.
1.	QUESTIONNAIRE
1.1	Identify the Territory Agreement number under which 
NPSC provides Product Material to IBM:
o Territory Agreement No.: T96642-00
o Date: December '96
1.2	Name of the Product Material (provide complete 
identificaton including version, release and 
modification numbers for Product(s) and 
documentation):
	Copernicus U2.0 and U2.1
1.3	Was the Product Material or any portion of it:
o (A) written by any third parties other than NPSC 
or its employees working within their job 
assignments?
Yes  X  No ___ (If YES, answer the following.  
If NO, skip to 1.4)
-	How did NPSC acquire title to the Product 
Material or the right to grant 	licenses to 
IBM?
- 	How did NPSC acquire title to the Product 
Material or the right to grant licenses to 
IBM?
-	Did the third parties write ALL or PART of the 
Product Material?
	ALL __ PART X
	If PART, state the percentage written by the 
third parties 2%
o (B) Were the third parties that provided the 
Product Material to NPSC COMPANIES, INDIVIDUALS 
or both?
COMPANIES X (complete (C) below)  INDIVIDUALS 
___ (complete (D) below)  BOTH ___ (complete (C) 
and (D) below)
o (C) For each COMPANY, provide the following 
information:
-	Name: Neuron Data
-	Address: Mountain View, CA.
-	How did the COMPANY acquire title to the 
Product Material?  (For example, the Product 
Material was written by the COMPANY's 
employees as part of their job assignment):
	Produce material written by Newron Data 
Employees as part of their Job Assignment 
-	Did the COMPANY have each non-US contributor 
to the Software Material sign a waiver of 
their moral rights?
	YES X  NO__
o D) For each INDIVIDUAL provide the following 
information:
-	Name:
-	Citizenship:
-	Address:
-	Did the INDIVIDUALS create the Product 
Material while employed by, or under a 
contractual relationship with, another party?
	YES ___ NO ___ (If YES, provide name and 
address of the other party below)
-	Name:
-	Address:
-	Did the INDIVIDUALS create or first publish 
the Software Material in a country other than 
the US?
	YES ___ NO ___
-	If YES, did the INDIVIDUALS sign a waiver of 
moral rights?
	YES ___ NO ___ (If YES, please attach a copy)
1.4	Was any part of the Product Material registered at 
any copyright office?
-	YES __NO _X_
o Claimant Name:
o Registration Number:
 Date of Registration:
o Title of Work:
1.5	Was any part of the Product Material published?
-	YES ___ NO _X_
	a)	When and where was it published?
	b)	Was there a copyright notice on the 
published materials?
-	YES ___ NO___ (If YES, provide the copyright 
notice below)
1.6	Was any part of the Product Material distributed by 
NPSC to any outside person or company other than IBM?
-	YES _X_NO __
o When and where was the Product Material 
distributed?
 Under not-eclusive advises license agreements
o To whom was the Product Material distributed?
 Customer of New Paradign
o Why was the Product Material distributed?
 Normal course of business
o Under what conditions was the Product Material 
distributed (for example, under a contract)?
 Under adviser license agreements
1.7	Was any part of the Product Material derived from 
preexisting materials?
-	YES __ NO X (If YES, provide the information 
in (a) through (f) below for each of the 
preexisting materials)
If the Product Materials contain any object-
oriented software, are any objects derived 
from or inherited from other objects or 
classes ("parent classes")?
-	YES ___ NO X (If YES, provide the information 
in (a) through (f) below for each of the 
parent classes)
o (a)   Name of the preexisting material or 
parent class
o (b)   Author (if known):
o (c)   Owner (if known):
o (d)   Copyright notice appearing on the 
preexisting material or parent class (if any):
o (e)   Was any new function added to the 
preexisting material or parent class?
YES ___ NO __ (If YES, answer the following)
Briefly describe the new functions below:
___% of preexisting material or parent class 
used
___% of preexisting material or parent class 
modified
___% of new material consisting of or deriving 
from preexisting materials or parent classes
o (f) Briefly describe how the preexisting 
materials or parent classes have been used:
1.8	Were any part of the display screens, data formats, 
instruction or command formats, operator messages, 
interfaces etc.  (collectively called "External 
Characteristics") of the Software Material copied or 
derived from the External Characteristics of another 
program or product of NPSC's or a third party?
-	YES __ NO X (If YES, provide the information)
o Name of NPSC's or third party's Product:
o Author (if known):
o Owner (if known):
o Copyright notice relating to the preexisting 
External Characteristice (if any):
 
o Have the preexisting External Characteristics 
been modified?
-	YES __ NO __ (If YES, discribe how they have 
been modified below)
1.9	Identify below any other circumstances that may 
affect IBM's ability to reporduce and market the 
Product Material including:
o confidentiality or trade secrecy of preexisting 
materials:
o known or expected royalty obligatins to others:
o preexisting materials developed for another 
party or customer (including government) where  
NPSC may not have retained full rights to the 
materials:
o materials acquired from a person or company 
possibly having no title to them:
o agreements under which NPSC grants rights to 
others uder all or some of the Product Materials 
or documentation:
1.10	Employee Identificaitn.  NPSC recognize that, for 
purposes of copyright registration or enforcement 
of legal rights relating to the Product Material, 
IBM may need t know the names, addresses and 
citizenships of all persons who wrote or 
contributed to the writing of the Product 
Materials.  NPSC agrees to keep accurate records of 
all such information and to provide them to IBM on 
its request.
1.11	ICON.  An "ICON" is generally defined as a symbol 
on a display screen that a user can point to with a 
device such as a mouse in order to select a 
particular operaion or software application.  Ecept 
for ICONs that have been used in other IBM 
products, NPSC will have the creator of each ICON 
contained in the Software Materials complete an 
ICON IDENTIFICATION FORM and submit them as 
appendices to this COO.
2.	CERTIFICATION
By signing below, NPSC certifies that except for those 
portions of the Product Materials identified in Par 1.3 
of this COO, the Product Materials are original and NPSC 
is the author of them.  NPSC further certifies that all 
information contained in this Certificate of Oriinality, 
including any attachments or appendices to it, are 
accurate and complete.

A.	ICON REPRESENTATION
	Words, function or thing represented by the ICON:

B.	CREATOR OF ICON
	1)	Name:
	2)	Job Title:
	3)	Business Address:
	4)	Business Telephone:
	5)	Citizenship:
C.	ICON DEVELOPMENT
	1)	Date the ICON was created in tangible form:
	2)	Was the attached ICON created as an assigned work 
task?
		YES ___ NO ___
	3)	Was the attached ICON created without reference to 
any preexisting ICON's or other works authored or 
owned by another?
		YES ___ NO ___ (If NO, identify the preexisting 
ICON's or other works that were referenced and attach 
copies)

	4)	If the ICON was created for inclusion in a specific 
product, identify the product in which it will be (or 
was) used and provide the planned availability date 
and country of first publication:
	5)	Identify or describe any known preexisting ICON's 
that represent the same word or function or that are 
similare in appearancet the ICON (attach copies)


	6)	Attach a copy of the ICON and, for  identification 
purposes, include on the drawing the information 
provided in response to B above.

Signature:				______________________________________
				______________________________________
				(Creator Name)
Date:				______________________________________

IBM Worldwide Software Vendor Agreement
Escrow Agreement
Reference:  Territory Agreement Number T96642-00
This Escrow Agreement is a related agreement to the Base 
Agreement.  It establishes the additional terms under which 
IBM may exercise certain rightts an licenses granted to IBM 
by NPSC to access and use the Code (in both Object and Source 
Code form) subject to the occurrence of certain events as set 
forth in this Escrow Agreement, or until the applicable terms 
of the Agreement are fulfilled.

The signatures of all three parties to this Agreement are 
required.  By signing below, the parties agree to the terms 
of this Escrow Agreement.  Once signed, 1) all parties agree 
any reproduction of this Escrow Agreement made by reliable 
means (for example, photocopy or facsimile) is an original 
unles prohibited by local law, and 2) all Code deposits are 
subject to it.

	AGREED TO:					AGREED TO
	International Business Machines Corporation		New 
Paradigm Software Co.
By:
	_________________________________________
	By:
	_________________________________________
	_________________________________________
	_________________________________________
	Print Name	Print Name
	_________________________________________
	_________________________________________
	Title	Title
	_________________________________________
	_________________________________________
	Date	Date
	AGREED TO
	Custodian
By:	_________________________________________
	_________________________________________
	Print Name	
	_________________________________________
	Title	
	_________________________________________
	Date	

1.	NPSC's Responsibilities
IBM shall identify a third party who shall be responsible for 
the custody of the Code ("Custodian").  NPSC shall deliver 
within 30 days after signing this Escrow Agreement two copies 
of the Code for each of the Products, as well as all related 
documentation, to the Custodian.  Each of NPSC's deposits 
with the Custodian shall be in good condition in sealed 
containers, and shall include all comments, source listings, 
schematics, flow charts, design specifications, notes and 
other related materials necessary for a third party 
programmer with ordinary skill to be able to maintain, 
support and modify the Source Code without assistance from 
any other third party or materials.  Any additions, 
deletions, corrections or other modifications NPSC makes to 
the Code or related materials shall be provided to the 
Custodian within five business days of their release or 
availability.  In the event NPSC makes available New Products 
or Derivative Works, NPSC shall deliver the New Products and 
Derivative Works to the Custodian on a timely basis to ensure 
that the Products in the account remain current.  NPSC will 
replace all lost or damaged Code within three business days 
of notice from Custodian.  NPSC will notify the IBM Contract 
Coordinator of all deposits.  All of NPSC's deposits will be 
labeled for identification purposes, and will include a non-
confidential list of items included in the deposit for 
verification purposes.  NPSC agrees that IBM may, at it sole 
option, inspect each deposit, including updates, to ensure it 
conforms to the terms of this Escrow Agreement.  IBM may 
request the Custodian to perform inspections on IBM's behalf.
NPSC represents and warrants that: (a) it has all rights 
necessary for IBM to maintain, support and modify the 
Products; (b) it has the authority to deliver the Code to the 
Custodian; 9c) the Source Code is sufficient to allow a 
programmer of ordinary skill to understand, maintain and 
prepare Derivative Works using the Source Code; and (d) its 
deposits are current, accurate and complete.
2.	Custodian's Responsibilities
The Custodian will accept each of NPSC's deposits and notify 
IBM of its receipt within three business days, and match each 
item on the non-confidential list to the labels on the sealed 
containers.  The Custodian will retain the original Code 
deposit and any updates to it, and will take all reasonable 
steps to protect and store the Code in appropriate containers 
and atmospheric conditions, segregated from other materials.  
The Custodian will promptly notify IBM in the event the Code 
is lost or damaged.  If IBM provides Custodian notice to 
return to NPSC or destroy certain portions of the Code or 
certain deposits, Custodian will do so and provide notice to 
NPSC and IBM when complete.
3.	IBM's Responsibilities
IBM may only exercise its rights under this Escrow Agreement, 
including access to the Code in the account, if any of the 
following "Release Events" occurs: (a) in the event or 
termination of the agreement or Escrow Agreement for uncured 
breach; (b) NPSC, for whatever reason, discontinues or ceases 
providing support for the Products for which IBM provides 
written notice to that effect and NPSC fails to cure such 
delinquency within 90 days of the receipt of such notice; 
(c) NPSC files for, or has been declared, insolvent.  In the 
event a Release Event occurs and IBM obtains access to the 
Code; IBM will use the Code to support the rights and 
licenses granted under the Escrow Agreement and the 
Agreement, and will treat the Code in accordance with the IBM 
Confidentiality Agreement between NPSC and IBM.
4.	Code Verification
Unless IBM and Custodian agree in writing, the Custodian is 
not responsible for technical verification that the Code is 
current, accurate and complete.  IBM may, at its expense, 
hire a third party qualifier to do the verification.  NPSC 
will reimburse IBM's expense if the Code does not comply with 
the requirements of this Escrow Agreement.  Verification 
includes generating Object Code from Source Code for each 
Product.  The verifier will witness the transfer of the 
verified Source Code to deposited media.  NPSC will supervise 
the verification which will be conducted at NPSC's facility 
unless IBM advises otherwise.  One technical IBM employee may 
witness verification.  To the extent possible, verification 
will be done in a way that does not expose the Source Code to 
the IBM employee.  If this is not possible, the IBM employee 
will treat the Source Code according to the IBM 
Confidentiality Agreement between NPSC and IBM.
5.	Access to Code
If any of the Release Events occurs, IBM may demand delivery 
of the Code by providing the Custodian with written notice, 
copying NPSC.  The Custodian will deliver the Code according 
to the notice.  The Custodian will not independently verify 
that any of the Release Events has occurred or refuse to 
deliver the Code.  If IBM determines that it does not have a 
complete set of the Code, IBM may request them from NPSC.  
NPSC agrees to provide the materials required within three 
business days of IBM's request.
6.	Grant of License
NPSC grants IBM, its successors and assigns, the following 
rights and licenses: (a) all right and title to the media 
containing the Code; (b) a worldwide, non-exclusive, 
irrevocable license to use, execute, reproduce, display, 
perform, distribute (internally and externally) and to 
prepare Derivative Works of the Products; 9c) a worldwide, 
non-exclusive, irrevocable and royalty free license under any 
patent, patent applications owned or licensable by NPSC to 
make, have made, use, have used, and otherwise transfer the 
Products including Derivative Works thereof, either alone or 
in combination with equipment or software.  These license 
grants include the right and license for IBM to Sublicense, 
sell, lease, otherwise transfer, and distribute copies of the 
Products and Derivative Works thereof.  This license also 
applies to associated audio and visual works.
IBM may authorize others to do any of the above, including 
the right to further sublicense others.  IBM will own any 
Derivative Works of the Products that it creates.
7.	Payment to Custodian
IBM will pay Custodian for services provided under this 
Escrow Agreement within 30 days after receipt of an 
acceptable invoice.  The attached Appendix provides a 
description of the Code, and identifies the specified period 
of Custodian's services and the fir fees for that period.  
Custodian will invoice IBM for all service to be performed 
under this Escrow Agreement for one year, and renewal of this 
Escrow Agreement 60 days before its anniversary date.  All 
invoices will reference this Escrow Agreement, the Contract 
Coordinator, the IBM purchase order number (if applicable), 
and the services invoiced plus the associated fee(s).  If 
Custodian does not receive the renewal fees within 30 days 
after IBM's receipt of the invoice, it will notify the 
Contract Coordinator.  If IBM does not pay the fees by the 
anniversary date, this Escrow Agreement will be considered 
terminated by IBM and all obligations concerning the Code 
will be carried out in accordance with the Section called 
"Term and Termination."
8.	Term and Termination
This Escrow Agreement begins when all parties sign it and 
continues until terminated.  IBM may, for its convenience, 
terminate this Escrow Agreement on notice to NPSC and the 
Custodian.  Otherwise, this Escrow Agreement remains in 
effect until all obligations under this Escrow Agreement and 
the applicable terms of the Agreement are fulfilled.  Release 
Events are not authorization for rejection or termination of 
this Escrow Agreement.  Enforcement of this Escrow Agreement 
is not an adequate remedy for such rejection or termination.
The Custodian will destroy any remaining Code 30 days after 
the termination of this Escrow Agreement unless IBM provides 
notice otherwise.
9.	Contract Coordinators
For IBM:	For NPSC:
International Business Machines Corporation	New Paradigm 
Software Co.
3200 Windy Hill Road	335 Madison Ave.
Atlanta, GA  30339	Suite 1
M/S WG9A	New York, NY  10017
Attention: Bernadette Jones	Attention: Diran 
Cholakian
770-835-8449	770-661-6080
For Custodian:
	
	
	
	
Attention: 	
(    )  ____-_____
10.	Liability and Indemnification
Custodian will take all reasonable precautions to prevent 
disclosure of the Code to unauthorized third parties, and is 
liable only for willful misconduct, gross negligence and 
fraud in performing its duties under this Escrow Agreement.  
The Custodian is not liable if NPSC or IBM fails to comply 
with any provision of the Agreement, or this Escrow 
Agreement.  The Custodian is not liable for acting on any 
notice that it in good faith believes to be genuine and 
legitimate.
If a third party makes a claim against the Custodian, NPSC 
will indemnify the Custodian for claims based on NPSC's 
failure to comply with this Escrow Agreement, and IBM will 
indemnify the Custodian for claims based on IBM's failure to 
comply with this Escrow Agreement.  These indemnities do not 
apply where it is found that the Custodian acted with willful 
misconduct, gross negligence or fraud.
The indemnifying party will pay any settlement amount that it 
authorizes and all costs, damages and attorney's fees that a 
court finally awards if the Custodian promptly provides the 
indemnifying party notice of the claim, and allows the 
indemnifying party to control and cooperates with it in the 
defense of the claim and settlement negotiations.  The 
Custodian may participate in the proceedings at its option 
and expense.
11.	General
Each party will comply with all applicable laws and 
regulations as its expense.
None of the parties may assign or transfer this Escrow 
Agreement or its rights under it or delegate or subcontract 
its obligations without the prior written approval of the 
other parties.  Any attempt to do so is void.
If any provision of this Escrow Agreement is unenforceable at 
law, the rest of the provisions remain in effect.  The 
headings are for reference only.  They will not affect the 
meaning or interpretation of this Escrow Agreement.
No party will bring a legal action against another party more 
than two years after the cause of action arose.  All parties 
will act in good faith to resolve disputes.  All parties 
waive their rights to a jury trial in any resulting 
litigation.
All notices must be in writing.  Except as provided in this 
Escrow Agreement, for a change to this Agreement to be valid, 
IBM and NPSC must sign it.  Except for Release Events which 
cause IBM to demand access to the Code, the Custodian must 
also sign changes that affect its rights or obligations under 
this Escrow Agreement.  IBM will provide Custodian with 
copies of all changes that Custodian is not required to sign.
No approval, consent or waiver will be enforceable unless 
signed by the granting party.  Failure to insist on strict 
performance or to exercise a right when entitled does not 
prevent a party from doing so later for that breach or a 
future one.
The laws of ___________ shall govern this Escrow Agreement

APPENDIX:	Code Description and Payment
1.	DESCRIPTION
1.1	The Code includes the Object Code and Source Code for 
the Products listed in the Territory Agreement, including all 
documentation and related written materials.
1.2	The Code associated with the Products and required for 
deposit with Custodian are:
List items with the Products by 
nomenclature, part number, version 
number, etc.
2.	PAYMENT
2.1	Custodian will send its original invoices to IBM at the 
following address in accordance with the terms of this Escrow 
Agreement:
Internation Business Machines Corporation
3200 Windy Hill Road
Atlanta, GA  30339
M/S WG9A
One copy of each invoice will be sent by mail or facsimile to 
the IBM Contract Coordinator specified in the Excrow 
Agreement.  The address and IBM title above are subject to 
change based on whether the agreement is worldwise or 
Territory specific.

IBM Worldwide Software Vendor Agreement
Escrow Agreement
The attached Confidentiality Agreement is a related 
agreement.

IBM Worldwide Software Vendor Agreement
Exhibit - NPSC's License Agreement
A sample copy of NPSC's License Agreement is attached.

STANDARD SOFTWARE LICENSE AGREEMENT

NEW PARADIGM SOFTWARE 
CORPORATION (herein "NEW 
PARADIGM"), with its 
principal offices at 335 
Madison Avenue, New York, 
New York, grants to:
Customer Name:  	
Adress:  	
	
	
(hereinafter the 
"LICENSEE"), and LICENSEE 
accepts on the terms and 
conditions set forth herein, 
a perpetual, 
nontransferable, and non-
exclusive license to use at 
the specified site and for 
the LICENSE FEE set forth 
below, the following 
software programs in machine 
readable form and related 
manuals and forms (herein 
collectively referred to as 
the "SOFTWARE SYSTEM"):
"COPERNICUS TM"
Specified Site:  	
	
	
A.	TERM; BINDING 
EFFECT:  This Agreement 
shall be effective and 
binding upon NEW PARADIGM 
and LICENSEE upon written 
acceptance by NEW PARADIGM.  
The term of this Agreement 
shall commence on the date 
of acceptance by NEW 
PARADIGM and shall continue 
indefinetely if LICENSEE 
remains in compliance wih\th 
all the terms and conditions 
set forth herein.
B.	LICENSE FEE:  
The LICENSE FEE specified 
above shall be paid in full 
by LICENSEE upon delivery of 
the SOFTWARE SYSTEM in 
accordance with 1 of the 
General Terms and 
Conditions.
C.	ENTIRE 
AGREEMENT:  LICENSEE and 
NEW PARADIGM acknowledge 
that they have read this 
entire Agreement, including 
the attached GENERAL TERMS 
AND CONDITIONS which are 
part of this Agreement, and 
that this Agreement 
constitutes the entire 
understanding and contract 
between the parties and 
supersedes any and all prior 
or contemporaneous oral and 
written communications 
regarding the subject 
matter, all of which 
communications are merged 
herein.  It is expressly 
understood and agreed that 
no employee, agent, or other 
representative of NEW 
PARADIGM or any independent 
sales representative or 
distributor has any 
authority to bind NEW 
PARADIGM as to any 
statement, representation, 
warranty, or other 
expression unless the 
statement, representation, 
warranty, or other 
expression is specifically 
included within the express 
terms of this Agreement.  
Nothing contained in this 
Agreement shall be construed 
as creating a joint venture, 
partnership, or employment 
relationship between the 
parties, nor shall either 
party have the right, power, 
or authority to create any 
obligation or duty, express 
or implied, on behalf of the 
other.  It is further 
expressly understood and 
agreed that, there being no 
expectations to the contrary 
between the parties, no 
usage of trade or other 
regualr practice or method 
of dealing either within the 
computer software industry, 
the accounting industry or 
between the parties shall be 
used to modify, interpret, 
supplement, or alter in any 
manner the express terms of 
this Agreement or any part 
thereof.  This Agreement 
shall not be modified, 
amended or in any way 
altered except by an 
instrument in writing signed 
by both of the parties.
IN WITNESS WHEREOF, each 
party has caused this 
Agreement to be executed 
by thier duly authorized 
officers.
NEW PARADIGM SOFTWARE 
CORPORATION
By:		
	(Name of Person Signing)
Signed:	
	
	(Signature of Person 
Signing)
Title:	
	
	(Title of Person 
Signing)
LICENSEE:
By:		
	(Name of Person Signing)
Signed:	
	
	(Signature of Person 
Signing)
Title:	
	
	(Title of Person 
Signing)
Date:		

GENERAL TERMS AND 
CONDITIONS
1.	PAYMENT:  Payment of 
all charges invoiced to 
LICENSEE in addition to the 
License Fee shall be paid by 
LICENSEE within ten (10) 
days after the date of each 
such invoice.  Should 
default be made in the 
payment of any sums due, 
such defaulted sum shall 
bear interest at the maximum 
legal rate permitted by law.
2.	ADDITIONAL 
SERVICES:  Any programming 
or other services provided 
to LICENSEE by NEW PARADIGM 
including, without 
limitation, any 
modifications to the 
SOFTWARE SYSTEM necessitated 
by LICENSEE's particular 
computer configuration, 
shall be invoiced to 
LICENSEE at time and 
material charges and travel 
and lodging reimbursement 
rates in effect at the time 
such services are rendered 
to LICENSEE.  The current 
charges for such assistance 
are set for the on Schedule 
"A" attached, but such 
charges may be modified from 
time-to-time in NEW 
PARADIGM's sole discretion.  
All assistance requested by 
LICENSEE shall be provided 
by NEW PARADIGM during 
normal business hours after 
reasonable written notice by 
LICENSEE and subject to NEW 
PARADIGM's availability as 
determined by NEW PARADIGM 
in its sole discretion.
3.	TAXES:  In addition 
to any license fee or other 
amounts charged, LICENSEE 
shall pay to or reimburse 
NEW PARADIGM for amounts 
equal to any sales and/or 
use tax, excise tax, tariff 
duty, withholding tax, 
property tax, or assessment 
or similar levies, taxes, or 
charges (other than any tax 
based upon NEW PARADIGM's 
net income) and related 
interest and penalties 
imposed by any governmental 
authority (hereinafter 
referred to as "charges") at 
any time regarding the 
license or use of the 
SOFTWARE SYSTEM or the 
services provided by NEW 
PARADIGM or any of its sales 
representatives or 
distributors.  Such amounts 
shall be invoiced to 
LICENSEE by NEW PARADIGM and 
LICENSEE shall promptly pay 
or reimburse NEW PARADIGM 
for such amounts.
4.	SCOPE OF LICENSE:  
The license granted is 
absolutely restricted to 
LICENSEE, solely for its own 
internal use at the site 
specified above (hereafter 
"SPECIFIED site") and may 
not be used to render 
services to any third party.  
A separate license is 
required for each additional 
site where the SOFTWARE 
SYSTEM will be used, 
provided, however, that the 
license granted for the 
SPECIFIED site shall, upon 
written notice to NEW 
PARADIGM, be temporarily 
transferred to one back-up 
site, should the SPECIFIED 
site become inoperative due 
to malfunction.  Any 
transfer of the license 
granted to a back-up site 
shall be permissible under 
this Agreement only until 
such time as the SPECIFIED 
site is restored to 
operative status.  LICENSEE 
agrees, either through 
control of the back-up use 
or by obtaining appropriate 
covenants, to protect the 
valuable  confidential, 
secret, and proprietary 
nature of the SOFTWARE 
SYSTEM or any part thereof, 
and to insure that 9 below 
is not breached by the 
limited right to back-up use 
granted in this paragraph.  
For the purpose of this 
Agreement, use shall be 
deemed to include, but shall 
not be limited to, the 
copying, transfer, or 
manipulation of any portion 
of the SOFTWARE SYSTEM for 
any purpose and on or to any 
media.
5.	ASSIGNMENT:  The 
rights granted to LICENSEE 
by this Agreement shall not 
be assigned, subleased, 
sublicensed, franchised, 
sold, offered for sale, 
encumbered, or otherwise 
disposed of by LICENSEE, 
either voluntarily or by 
operation of law, without 
the prior written consent of 
NEW PARADIGM, nor shall 
LICENSEE's duties be 
delegated without prior 
written consent of NEW 
PARADIGM.
6.	MODIFICATIONS:  The 
license granted is for use 
of the SOFTWARE SYSTEM as 
developed and owned by NEW 
PARADIGM at the effective 
date of this Agreement.  No 
alteration, modification, 
addition, enhancement or 
improvement made by NEW 
PARADIGM to the SOFTWARE 
SYSTEM after the effective 
date of this Agreement (with 
the exception of any 
alteration made pursuant to
2, 7 and 8) shall be the 
subject of this Agreement, 
and any use thereof by 
LICENSEE shall require an 
additional license.  
Notwithstanding the 
foregoing, NEW PARADIGM will 
offer to provide LICENSEE 
with use of any such 
alteration, modification, 
enhancement, or improvement 
generally made available to 
other licensees of the 
SOFTWARE SYSTEM at the 
prevailing price charged to 
other existing LICENSEES, in 
which event LICENSEE shall 
only utilize the SOFTWARE 
SYSTEM as so enhanced, 
modified, altered, or 
improved.
7.	LICENSEE'S CHANGES:  
LICENSEE shall obtain NEW 
PARADIGM's prior written 
consent, which NEW PARADIGM 
may exercise in its sole 
discretion, before making 
any alterations, variations, 
modifications, additions, 
corrections, or improvements 
to the SOFTWARE SYSTEM 
("LICENSEE'S CHANGES").  
LICENSEE agrees that any 
LICENSEE'S CHANGES including 
rights in know-how, 
copyrights, patents, patent 
applications (including 
reissues, renewals, 
continuations, 
continuations-in-part, or 
divisions of any patent or 
patent applications), trade 
secrets, instructions, 
improvements, modifications, 
suggestions, proposals, 
programs, ideas, writings, 
and the like of any sort 
whatsoever, and any 
embodiment thereof including 
but not limited to, computer 
programs, documentation of 
programs, assembly and 
detailed drawings, plans, 
specifications, results of 
technical investigations and 
research assembly, and parts 
manuals, and any other 
proprietary information 
("INTELLECTUAL PROPERTY 
RIGHTS") shall be the 
property of NEW PARADIGM and 
subject to all terms and 
conditions of this 
Agreement.  LICENSEE shall, 
however, be solely 
responsible for any and all 
maintenance of LICENSEE'S 
CHANGES as required for its 
own use of the SOFTWARE 
SYSTEM and for assuring 
program compatibility with 
any future modifications 
made to the SOFTWARE SYSTEM 
by NEW PARADIGM.  LICENSEE 
agrees to disclose to NEW 
PARADIGM all LICENSEE'S 
CHANGES and to allow NEW 
PARADIGM reasonable access 
to any such changes for the 
purposes of copying or 
otherwise reproducing such 
changes.  LICENSEE warrants 
that it shall, without 
compensation, promptly do 
such acts and execute, 
acknowledge, and deliver all 
such papers, including, 
without limitation, 
recordable assignments, as 
may be necessary or 
desirable, in the reasonable 
discretion of NEW PARADIGM, 
to obtain, maintain, protect 
and vest in NEW PARADIGM the 
entire right, title, and 
interest in and to the 
INTELLECTUAL PROPERTY RIGHTS 
in LICENSEE'S CHANGES and to 
the SOFTWARE SYSTEM to be 
assigned herein by LICENSEE 
including rendering such 
assistance as NEW PARADIGM 
may reasonably request in 
any contemplated or pending 
litigation, and any 
Copyright Office, Patent and 
Trademark Office, or other 
proceeding.
8.	CONFORMITY TO 
SPECIFICATIONS:  NEW 
PARADIGM agrees to use its 
reasonable efforts to 
correct any failure of the 
SOFTWARE SYSTEM to 
substantially conform to NEW 
PARADIGM 's published 
technical specifications for 
the SOFTWARE SYSTEM which is 
reported to NEW PARADIGM in 
writing within ninety (90) 
days after delivery provided 
such failure can be 
recreated with NEW 
PARADIGM's then current 
version of the SOFTWARE 
SYSTEM.  Methods and 
techniques of correcting and 
implementing corrections 
shall be at the sole 
discretion of NEW PARADIGM.  
The cost for such 
maintenances shall be borne 
by NEW PARADIGM, except that 
any and all costs and 
expenses of identifying and 
correcting reported failures 
shall be borne by LICENSEE, 
at NEW PARADIGM's then 
prevailing time and material 
charges and travel and 
lodging reimbursement rates, 
if caused by computer 
equipment or other software 
malfunction; LICENSEE's 
negligence or fault; 
LICENSEE's failure to follow 
instructions set forth in 
NEW PARADIGM's instruction 
or training manual or 
related materials; 
modifications or changes 
made by LICENSEE; hardware 
or other software changes; 
or changes in the SOFTWARE 
SYSTEM not provided by NEW 
PARADIGM.  any alterations, 
variations, modification, 
additions, corrections, 
enhancements, or 
improvements of the SOFTWARE 
SYSTEM mad by NEW PARADIGM 
pursuant to this paragraph 
or any other paragraphs 
shall be property of NEW 
PARADIGM and subject to the 
terms and conditions of this 
Agreement.
9.	PROPRIETARY 
INFORMATION; 
NON-EXCLUSIVITY:  It is 
expressly understood and 
agreed that the SOFTWARE 
SYSTEM constitutes a 
valuable proprietary product 
and trace secret of NEW 
PARADIGM embodying 
substantial creative efforts 
and confidential 
information, ideas, and 
expressions.  The definition 
of 'trade secrets" includes 
the definition set forth in 
the Restatement of Torts.  
LICENSEE agrees to observe 
complete confidentiality as 
to all aspects of the 
SOFTWARE SYSTEM, including, 
without limitation, agreeing 
not to disclose or otherwise 
permit any other person or 
entity access to, in any 
manner, the SOFTWARE SYSTEM 
or any part of it in any 
form whatsoever, except that 
such disclosure or access 
shall be permitted to an 
employee of LICENSEE 
requiring access to the 
SOFTWARE SYSTEM during the 
term of his or her 
employment; to insure that 
LICENSEE's employees, 
agents, representatives, 
independent contractors, and 
guests are advised of the 
confidential nature of the 
SOFTWARE SYSTEM and to 
insure by agreement of 
otherwise that they are 
prohibited from copying or 
revealing, for any purpose 
whatsoever, the contents of 
the SOFTWARE SYSTEM, or any 
part thereof, of from taking 
any action otherwise 
prohibited to the LICENSEE 
under this paragraph; not to 
use the SOFTWARE SYSTEM or 
any part of it in the 
performance of services, nor 
provide, otherwise make 
available, or permit the use 
of the SOFTWARE SYSTEM, or 
any part thereof, in any 
form whatsoever, whether 
gratuitously or for valuable 
consideration, to or for the 
benefit of any other person 
or entity except as 
permitted by 4 above,; not 
to alter to remove any 
copyright or proprietary 
rights notice of 
identification which 
indicates NEW PARADIGM's or 
any other entity's rights in 
any part of the SOFTWARE 
SYSTEM, it being expressly 
understood and agreed that 
the existence of any such 
copyright notice shall not 
be construed as an admission 
or presumption that 
publication of the SOFTWARE 
SYSTEM has occurred; to 
notify NEW PARADIGM promptly 
and in writing of the 
circumstances surrounding 
any possession, use, or 
knowledge of the SOFTWARE 
SYSTEM or any part thereof 
by any person or entity 
other than those authorized 
by this paragraph; to take 
at LICENSEE's expense, but 
at NEW PARADIGM's option, 
and, in any event, under NEW 
PARADIGM's control, any 
legal action necessary to 
prevent unauthorized use of 
the SOFTWARE SYSTEM by any 
third person or entity which 
has gained access to the 
SOFTWARE SYSTEM due, at 
least in part, to the fault 
of LICENSEE; to take any and 
all other actions necessary 
or desirable to insure 
continued confidentiality 
and protection of the 
SOFTWARE SYSTEM and to 
prevent access to the 
SOFTWARE SYSTEM by any 
person or entity not 
authorized by this 
paragraph; and to establish 
specific procedures designed 
to meet the obligations of 
this paragraph.  LICENSEE 
shall make not attempt to 
gain access to the source 
code of the SOFTWARE SYSTEM 
or any part thereof and also 
agrees not to allow any 
machine-readable version of 
the SOFTWARE SYSTEM to be 
printed, listed, decompiled, 
or reverse engineered.
10.	ESCROW OF SOFTWARE
	:  To afford 
protection to LICENSEE, NEW 
PARADIGM maintains the 
source code for the SOFTWARE 
SYSTEM in escrow with an 
established independent 
escrow agent.
11.	TITLE:  Title to all 
copies of the SOFTWARE 
SYSTEM shall remain 
exclusively with NEW 
PARADIGM, and LICENSEE is 
entitled solely to a 
nonexclusive use within the 
terms and conditions of this 
Agreement.  LICENSEE agrees 
not to take any actions 
which might encumber or 
expose the SOFTWARE SYSTEM 
to any claims, liens, or 
other form of encumbrance.  
LICENSEE may not make any 
copies of similar versions 
of the SOFTWARE SYSTEM, or 
any part of it, without the 
prior written consent of NEW 
PARADIGM.  Upon termination 
of this Agreement for any 
reason, LICENSEE's right to 
use the SOFTWARE SYSTEM or 
any part thereof shall end 
immediately and LICENSEE 
agrees to return to NEW 
PARADIGM all copies of the 
SOFTWARE SYSTEM and any 
other documents, data, 
information, or materials 
furnished by NEW PARADIGM at 
the time of this Agreement, 
as well as any copies and 
versions made by LICENSEE 
thereafter.  LICENSEE shall 
also certify in writing to 
NEW PARADIGM that all copies 
and versions of the SOFTWARE 
SYSTEM and related material 
have been either returned to 
NEW PARADIGM or destroyed.  
LICENSEE further agrees 
that, notwithstanding any 
certification required by 
this paragraph, 9 above 
shall, upon termination of 
this Agreement for any 
reason, continue in full 
force and effect and shall 
be binding upon LICENSEE 
following such termination.
12.	EMPLOYEES OF OTHER 
PARTY: LICENSEE agrees not 
to solicit the services of 
NEW PARADIGM's employees 
without the prior written 
consent of NEW PARADIGM.
13.	INDEMNITY FOR 
INFRINGEMENT:  NEW 
PARADIGM agrees to hold 
LICENSEE harmless from 
patent or copyright 
infringement based upon the 
SOFTWARE SYSTEM in the form 
delivered by NEW PARADIGM, 
provided that NEW PARADIGM 
is given prompt written 
notice of and detailed 
information as to any such 
claim, suit, or proceeding.  
NEW PARADIGM shall have the 
option to participate in the 
defense of any such claim or 
action, and LICENSEE shall  
not settle any such claim or 
action without NEW 
PARADIGM's prior written 
consent.  The foregoing 
represents the entire 
warranty by NEW PARADIGM and 
the exclusive remedy of the 
LICENSEE as to any claimed 
infringement arising out of 
or based upon the SOFTWARE 
SYSTEM used by LICENSEE, and 
is subject to the 
limitations upon NEW 
PARADIGM's liability set 
forth in 19 below.
14.	DEFAULT:  Upon 
default by LICENSEE, NEW 
PARADIGM shall be entitled 
to terminate this agreement 
and to pursue any remedy 
available to it at law or 
equity or otherwise in 
addition to any specific 
rights or remedies set forth 
herein.  LICENSEE shall not 
be entitled to a rebate of 
the LICENSE FEE, or any part 
thereof, upon termination of 
this Agreement pursuant to 
this paragraph.  A default 
shall, for the purposes of 
this Agreement, be defined 
to include: LICENSEE's 
failure to pay any amount 
due within ten (10) days 
after notice to LICENSEE 
that the same is delinquent; 
any assignment, sublease, 
sublicense, sale, offer to 
sell, franchise, 
encumbrance, disposition, or 
other exploitation of the 
SOFTWARE SYSTEM or any part 
thereof not specifically 
permitted; the insolvency of 
LICENSEE; the initiation of 
bankruptcy or receivership 
proceedings by or against 
LICENSEE; the assignment of 
LICENSEE's assets for the 
benefit of creditors; or 
breach of any other term or 
condition of this Agreement, 
including the protection of 
NEW PARADIGM's continuing 
proprietary interest in the 
SOFTWARE SYSTEM and every 
part thereof.  Upon default, 
LICENSEE agrees to pay the 
costs of any action or 
proceeding instituted as a 
result thereof, including 
collection costs, costs of 
any such action or 
proceeding and attorneys' 
fees.
15.	EQUITABLE RELIEF:  
Because of the unique and 
proprietary nature of the 
SOFTWARE SYSTEM, NEW 
PARADIGM's remedies at law 
may be inadequate and NEW 
PARADIGM shall be entitled 
to equitable relief, 
including, without 
limitation, injunctive 
relief, specific 
performance, or other 
equitable remedies in 
addition to all other 
remedies provided or 
available to NEW PARADIGM at 
law or equity.
16.	REMEDIES NOT 
EXCLUSIVE:  No remedy made 
available to NEW PARADIGM by 
this Agreement is intended 
to be exclusive of any other 
remedy, and each and every 
remedy shall be cumulative 
and shall be in addition to 
every other remedy given or 
now or hereafter existing at 
law or in equity or by 
statute or otherwise.
17.	FORCE MAJEURE:  If 
either party shall be 
delayed in its performance 
of any obligation or be 
prevented entirely from 
performing any such 
obligation due to causes or 
events beyond its control, 
including, without 
limitation, any Act of God, 
fire, strike or other labor 
problem, legal action, 
present or future law, 
government order, rule, or 
regulation, such delay or 
nonperformance shall be 
excused and the time for 
performance shall be 
extended to include the 
period of such delay or 
nonperformance.
18.	GOVERNING LAW:  This 
Agreement shall be deemed 
entered into in the State of 
New York and shall be 
construed and governed 
solely by the laws of the 
State of New York.  The 
parties hereto shall 
restrict themselves 
exclusively to the 
jurisdiction of the courts 
within the State of New York 
for any controversy between 
them and arising out of this 
Agreement.  NEW PARADIGM's 
liability arising out of or 
based upon this Agreement, 
regardless of the form in 
which any legal or equitable 
action may be brought, 
including without limitation 
any action in tort or 
contract, shall not exceed 
the License Fee paid by 
LICENSEE to NEW PARADIGM.  
NEW PARADIGM shall not be 
responsible for the results 
obtained by LICENSEE in the 
use of such SOFTWARE SYSTEM, 
either alone or in 
combination with other 
programs or systems.  NEW 
PARADIGM's sole 
responsibility regarding the 
performance of the SOFTWARE 
SYSTEM shall be to correct 
any programming errors in 
the SOFTWARE SYSTEM as 
provided in 8 above.  Such 
PROGRAM CORRECTION shall be 
LICENSEE's sole and 
exclusive remedy, except 
that if repeated efforts 
fail to correct such errors, 
then LICENSEE shall be 
entitled to recover its 
actual damages up to the 
dollar limit of the amount 
actually paid by LICENSEE to 
NEW PARADIGM under this 
Agreement.  THE FOREGOING 
WARRANTIES ARE IN LIEU OF 
ALL OTHER WARRANTIES, 
EXPRESS OR IMPLIED, 
INCLUDING WITHOUT LIMITATION 
THE IMPLIED WARRANTIES OR 
MERCHANTABILITY AND FITNESS 
FOR A PARTICULAR PURPOSE. 
NOTWITHSTANDING ANYTHING TO 
THE CONTRARY CONTAINED 
HEREIN, LICENSOR SHALL NOT, 
UNDER ANY CIRCUMSTANCES, BE 
LIABLE TO CUSTOMER FOR 
CONSEQUENTIAL, INCIDENTAL, 
INDIRECT OR SPECIAL DAMAGE, 
INCLUDING, WITHOUT 
LIMITATION, DAMAGES ARISING 
OUT OF OR IN ANY 
MALFUNCTIONS, DELAYS, LOSS 
OF DATA, LOSS OF PROFIT, 
INTERRUPTION OF SERVICE, OR 
LOSS OF BUSINESS OR 
ANTICIPATORY PROFITS, EVEN 
IF LICENSOR OR LICENSOR'S 
AUTHORIZED REPRESENTATIVE 
HAS BEEN APPRISED OF THE 
LIKELIHOOD OF SUCH DAMAGES 
OCCURRING.
19.	GENERAL INDEMNITY:  
LICENSEE agrees to defend, 
indemnify, and hold NEW 
PARADIGM harmless from and 
against any and all claims, 
demands, liabilities, 
obligations, cost, and 
expenses of any nature 
whatsoever arising out of or 
based upon the use of the 
SOFTWARE SYSTEM by LICENSEE, 
except for any claims of 
patent or copyright 
infringement under 13 
above.
20.	LICENSEE'S 
RESPONSIBILITIES:  
LICENSEE shall be 
responsible at all times for 
the entire supervision, 
management and control of 
the SOFTWARE SYSTEM, 
including without limitation 
all responsibility for 
design and maintenance of 
proper machine 
configuration, audit 
controls, operating methods, 
back-up plans, security, 
insurance, maintenance, and 
all other activities 
necessary to enable LICENSEE 
to utilize the Software 
System.
21.	NOTICES:  All 
notices, requests, or other 
communications required 
shall be in writing and 
shall be deemed to have been 
duly given if delivered 
personally or mailed by 
United States certified or 
registered mail, prepaid, 
return receipt requested, to 
the parties or their 
permitted assignees at the 
addresses indicated above 
(or at such other address as 
shall be given in writing by 
either of the parties to the 
other).
22.	AGREEMENT COPIES:  
This Agreement may be 
executed in one or more 
counterparts, each of which 
shall be deemed an original, 
but all of which together 
shall constitute one and the 
same instrument.
23.	ENFORCEMENT OF 
RIGHTS:  The failure to 
enforce any to the terms and 
conditions of this Agreement 
by either of the parties 
hereto shall not be deemed a 
waiver of any other right or 
privilege under this 
Agreement or a waiver of the 
right to thereafter claim 
damages for any deficiencies 
resulting from any 
misrepresentation, breach of 
warranty, or nonfulfillment 
of any obligation of any 
other party hereto.  In 
order for there to be a 
waiver of any term or 
condition of this Agreement, 
such waiver must be in 
writing and signed by the 
party making such waiver.
24.	BINDING EFFECT:  
This Agreement shall be 
binding upon the parties and 
their successors and 
permitted assigns.

SCHEDULE 'A'
Current charges for 
additional services
$1,250 per person day plus 
the costs of all materials, 
travel and lodging.
   Minimum IBM Rate is $30,000 per platform per site.

   Minimum IBM Rate is $10,000 annually, per platform per site.