Market Development Program Agreement
   Market Development Program Profile

   We welcome you as an IBM Business Partner whom we approve as a participant
   in our Market Development Program.

   By signing below, each of us agrees to the terms of the following
   (collectively called the "Agreement"):

        (a)  this Profile; and

        (b)  Market Development Program General Terms (Z125-5156-03 4/97).

   This Agreement and its applicable Transaction Documents (e.g. the Market
   Development Program Supplement) are the complete agreement regarding this
   relationship, and replace any prior oral or written communications between
   us.  Once this Profile is signed, any reproduction of this Agreement made
   by reliable means (for example, photocopy or facsimile) is considered an
   original.


   DETAILS OF OUR RELATIONSHIP

   1. Contract-Period Start Date (month/year):  9/97    End Date  12/31/97
      The start date is always the first day of a month and may not be
      earlier than the month we sign this Profile.  The end date is December
      31 of the current year.

   2. Confidential Information Disclosure:
      You may have access to our confidential information.  If you have such
      access, you must sign the IBM Agreement for Exchange of Confidential
      Information (Z125-4322), unless you have already done so.

   Agreed to:  (IBM Business Partner name) Agreed to:  /s/_________________
                                           International Business Machines
                                           Corporation



   By  /s/___________________________      By  /s/______________________
       Authorized signature                     Authorized signature

   Name (type or print):                   Name (type or print):

   Date: September 3, 1997                 Date:  September 3, 1997

   IBM Business Partner number:            IBM Office address:

   IBM Business Partner address:           IBM CORP.
                                           1140 Burnet Road
   EMS                                     Mailstop 1007
   12000 W. Park Place                     Austin, TX  78758
   Milwaukee, WI  53224                    ATTN:  J. B.  Miles


   After signing, please return a copy of this Profile to the local "IBM
   Office address" shown above.

   <PAGE>

                      Market Development Program Agreement 
   General Terms


                                Table of Contents

       Section            Title                                Page

       1.                 Definitions                          2
       2.                 Agreement Structure                  2
       3.                 Authorization                        2
       4.                 Mutual Responsibilities              2
       5.                 Our Other Responsibilities           3
       6.                 Your Other Responsibilities          3
       7.                 Demonstration Products               3
       8.                 Fund Processing and Reporting        3
       9.                 Tademarks                            4
       10.                No Property Rights                   4
       11.                Limitation of Liability              4
       12.                Changes to the Agreement Terms       5
       13.                Ending the Agreement                 5
       14.                Electronic Communications            5
       15.                Geographic Scope                     5
       16.                Governing Law                        5

   <PAGE>


                      Market Development Program Agreement

   General Terms

   1.  Definitions

   Customer is either an end user who acquires a Product from or our
   remartketer.

   Product is a machine or program

   2.  Agreement Structure

       We specify the details of our relationship (for example, the contract
       period) in a document called a "Profile."  Each of us agrees to the
       terms of the Profile and the Market Development Program Agreement
       General Terms (collectively called the "agreement"), by signing the
       Profile.

   Transaction Documents

       We will provide to you the appropriate "Transaction Documents" (such
       as a Supplement) that provide the details of a specific relationship
       between us.  You accept the terms in a Transaction Document by
       signing it.

   Conflicting Terms

       If there is a conflict among the terms in the various documents,
       those of the Profile prevail over those of the Market Development
       Program Agreement General Terms.  The terms of a Transaction Document
       prevail over those of all the documents. 

   3.  Authorization

       We may authorize you to perform market development activities with a
       transaction Document called a "Market Development Program
       Supplement."  We may only change our Maximum Dollar Amount, as
       specified in the Supplement, on three months' written notice. 
       Otherwise, changes to the Supplement will be made only upon mutual
       agreement.

   4.  Mutual Responsibilities

       Each of us agrees that under this Agreement:

            1.    each of us is an independent contractor and will be
                  responsible for the direction and compensation of our
                  respective employees.  Each of us is free to have similar
                  agreements with others and offer products competitive to
                  those covered by this Agreement.  Each of us will
                  independently set the prices for our own products;

            2.    each of us will identify coordinators to represent us for
                  various aspects of this Agreement. Each of us will notify
                  the other if these coordinators change;

            3.    all information exchanged is nonconfidential, unless it is
                  exchanged under a confidentially agreement signed by each
                  of us.  However, you agree not to disclose the existence
                  of terms of this Agreement;

            4.    the purpose is to encourage you to promote the fact that
                  your products operate with our Product.  This Agreement
                  dose not, however, grant either of us the right to use the
                  other's patents, copyrights, trademarks, trade names,
                  service marks or other designations, expect as explicitly
                  stated in this Agreement; and

            5.    neither of us will bring a legal action more than two
                  years after the cause of action arose.

   Our Other Responsibilities

       We will:

            1.    work with you to develop a market support plan designed to
                  help you successfully market your products that work in
                  conjunction with our Products.  This may include revenue
                  forecasts and revenue reporting for your products.

            2.    at our discretion, participate n marketing activities with
                  you.

   6.  Your Other Responsibilities

       You agree not to do any of the following:

            1.    assign this Agreement or your rights under it without our
                  prior written consent.  Any attempt to do so is void;

            2.    assume or create any obligations on our behalf, or make
                  any representations or warranties about us or our
                  Products, other than those we authorize; or

            3.    conduct your business in a way that adversely affects our
                  reputation or goodwill (for example, failure to maintain
                  the highest quality professionalism in all your dealings
                  with Customers).

       You agree to:

            1.    perform the marketing activities specified in each signed
                  Supplement.  All marketing activities will highlight your
                  product's performance in conjunction with our Products and
                  will portray our Products in a positive manner.  You will
                  be responsible for the costs of the marketing activities
                  to the extent they exceed the amount to be paid by us.

            2.    use commercially reasonable efforts to optimize the
                  performance of your products with our Products and ensure
                  that each new release of your products will operate in
                  conjunction with our Products.

            3.    ensure that your personnel can answer basic questions
                  about our Products and will engage us as required.  Upon
                  request, you will participate with us in demonstrating the
                  use of your products with our Products.

            4.    maintain the financial records relevant to this Agreement
                  for two years and will make those records available to us
                  upon request.

   7.  Demonstration Products

       We may offer selected Products (called "Demonstration Products"),
       and/or their associated upgrades, available to you under special
       terms pursuant to your IBM Customer Agreement, in support of your
       activities under this Agreement.  The license for each program
       acquired as a Demonstration Product terminates at the end of this
       Agreement, unless you keep the program; if you do so, you may be
       required to pay the full license charge. We may limit the
       availability of Demonstration Products to you under this relationship
       an other IBM relationships.

   8.  Fund Processing and Reporting

       When a Supplement is executed, we will allocate a fixed dollar amount
       to be used for approved marketing activities during the year.  We
       will pay you all amounts specified in the Supplement after receipt of
       an acceptable invoice from you.  Allocated amounts are not carried
       over to subsequent years, so invoices must be dated no later than
       November 15 and must be received by us no later than December 1 of
       the current year.  The allocation of funds by us does not guarantee
       that all such funds will be disbursed.

   Reconciliation

       We reconcile at the end of a contract period.  We will deduct amounts
       due us from future credits or ask you to pay.  You agree to promptly
       pay us amounts due.

   9.  Trademarks

       We will notify you in written guidelines of the IBM Business Partner
       title and emblem which you are authorized to use.  You may not modify
       the emblem in any way.  You may use our Trademarks (which include the
       title and emblem) only:

       1.   within the geographic scope of this Agreement; and

       2.   as described in the written guidelines provided to you.

       The royalty normally associated with non-exclusive use of the
       Trademarks will be waived, since the use of this asset is in 
       conjunction with marketing activities for Products.

       You agree to promptly modify any advertising or promotional materials
       that do not comply with our guidelines.  If you receive any
       complaints about your use of a Trademark, you agree to promptly
       notify us.  When this Agreement ends, you agree to promptly stop
       using our Trademarks.  If you do not, you agree to pay any expenses
       and fees we incur in getting you to stop.  You agree not to register
       or use any mark that is confusingly similar to any of our Trademarks.

       Our Trademarks, and any goodwill resulting from your use of them,
       belong to us.

   10. No Property Rights

       Your rights under this Agreement are not property rights and cannot
       be transferred to anyone else.  For example, you may    not sell your
       right to use our Trademarks.

   11. Limitation of Liability

       Circumstances may arise where, because of a default or other
       liability, one of us is entitled to recover damages from the other. 
       In each such instance, regardless of the basis on which damages can
       be claimed, the following terms apply as your exclusive remedy and
       our exclusive liability.

       Our Liability

       We are responsible only for:

       1.   bodily injury (including death), ad damage to real property and
            tangible personal property, and

       2.   the amount of any other actual loss or damage, up to $100,000.

       This limit also applies to any of our subcontractors and program
       developers.  It is the maximum for which we are collectively
       responsible.

   Items for Which we are Not Liable

       Under no circumstances are we liable for either of the following:

       1.   third-party claims against you for losses or damages (other than
            those under the first item listed above); or

       2.   special, incidental, or indirect damages, or for any economic
            consequential damages (including lost profits or savings) even if
            we are informed of their possibility.

   Your Liability

       In addition to damages for which you are liable under law and the
       terms of this Agreement, you will indemnify us for claims made
       against us by others (particularly regarding statement,
       representation, or warranties not authorized by us) arising out of
       your conduct under this Agreement or as a result of your relations
       with anyone else.

   12. Changes to the Agreement Terms

       In order to maintain flexibility in our relationship, we may change
       the terms of this Agreement by giving you one month's written notice. 
       However, changes are not retroactive.  The apply as of the effective
       date we specify in the notice.

       Otherwise, for a change to be valid; both of us must sign it. 
       Additional or different terms in any order or written communication
       from you are void.

   13. Ending the Agreement

       This Agreement ends when terminated or when the contract period ends. 
       When it does, all Supplements under it will also end.

       If a Supplement ends, you may submit preapproved, invoiced expenses
       prior to the Supplement's end.

       If a supplement ends, or is terminated, and funds are due us, you
       agree to pay us that amount.

       We may offset any amounts due you against amounts due us or any of
       our subsidiaries.  Any terms of this Agreement which by their nature
       extend beyond its end, remain in effect until fulfilled, and apply to
       respective successors and assignees.

   Termination

       You may terminate this Agreement or a Supplement, with or without
       cause, on one month's written notice.

       We may terminate this Agreement or a Supplement, with or without
       cause, on three months' written notice.  If the termination is for
       cause, we may (at our discretion) allow you a reasonable opportunity
       to cure.  If you fail to do so, the date of termination is that
       specified in the notice.  If we terminate for cause, you will not
       receive any additional advances or reimbursements from the Fund.

       Certain acts or omissions are so serious as to warrant immediate
       termination.  If you repudiate this Agreement, materially breach any
       of its terms or make any material misrepresentation to us, we may
       terminated this Agreement or a Supplement at any time, on written
       notice.  In such event, you will not receive any additional advances
       or reimbursements from the Fund.

       An example of a material breach is you  violation of our trademark
       terms.  You agree that our only obligation is to provide the notice
       called for in this section and we are not liable for any claims or
       losses if we do so.

   14. Electronic Communications

       Each of us may communicate with the other by electronic means, and
       such communication is acceptable as a signed writing to the extent
       permissible under applicable law.  Both of us agree that for all
       electronic communications, an identification code (called a "user
       ID") contained in an electronic document is legally sufficient to
       verify the sender's identity and the document's authenticity.

   15. Geographic Scope

       All your rights and all our obligations are valid only in the United
       States and Puerto Rico.

   16. Governing Law

       The laws of the State of New York govern this Agreement.