<PAGE>

                                                                   EXHIBIT 10.14
[LOGO]

No.____________________                           Agreement

                                                      Dated:____________________


                           OPEN PORT TECHNOLOGY, INC.

                           SOFTWARE LICENSE AGREEMENT

          Open Port Technology, Inc. ("OPT") either owns or has the right to
license those software products and their accompanying documentation listed on
Schedule A to this Agreement and on one or more additional Schedules that may be
executed from time to time ("Software"). OPT desires to grant and
____________________ ("CUSTOMER") desires to accept a license to use the
Software, subject to the terms and conditions of this Software License
Agreement ("Agreement"). In consideration of the foregoing and the mutual
covenants and conditions contained herein, OPT and CUSTOMER agree as follows:

1.   LICENSE GRANT; DEFINITIONS.

     1.1  License.  OPT hereby grants to CUSTOMER, and CUSTOMER hereby accepts,
a non-exclusive, non-transferable and non-assignable license to use the Software
in object code form only, in accordance with the terms and conditions contained
in this Agreement. OPT does not grant to CUSTOMER, and CUSTOMER does not obtain
the right to sublicense the Software to any third party. The term of the license
granted under this Agreement shall be perpetual unless terminated earlier by
either party in accordance with this Agreement.

     1.2  Definitions.  For purposes of the Agreement, "Software" means the
object code related to the software identified on Schedule A. "Object Code"
means the machine-readable object code form of the Software. Collectively,
"Software" means Object Code and all custom software developed by or for OPT.
"CUSTOMER RESELLERS" are those entities which contract directly with CUSTOMER
for goods and services. "End-User Customers" are those entities which contract
directly with CUSTOMER or CUSTOMER RESELLERS for goods and services. Where used
in this Agreement, the term "System", when used in conjunction with Software
which is being licensed pursuant to this Agreement, means the Software and is
not to be interpreted to include any computer hardware or other parties'
software or operating systems.

2.   OWNERSHIP AND USE OF SOFTWARE.

     2.1  Ownership.  OPT shall have sole and exclusive ownership of all right,
title, and interest in and to the Software and all updates, releases,
corrections, enhancements, modifications and derivative works thereof (including
ownership of all trade secrets, copyrights and other proprietary rights
pertaining thereto), subject only to the rights and privileges expressly granted
by OPT. This Agreement does not provide CUSTOMER with title or ownership of the
Software, but only a right of limited use.

     2.2  CUSTOMER'S Use of Software.  CUSTOMER may use this Software solely in
conjunction with the provision of consulting services to third parties. CUSTOMER
must keep the Software free and clear of all liens, claims and encumbrances.
CUSTOMER shall not copy the Software, or any part thereof, except for the
purpose of making one back-up copy of any diskettes containing the Software.
CUSTOMER shall not decompile, reverse engineer, disassemble or otherwise produce
a source code of the Software. CUSTOMER shall use the Software only in
accordance with this Article.

     2.3  Authorized User Limits.  CUSTOMER agrees that in no event shall it
allow the Software to be used concurrently by users in excess of the number
listed on Schedule A.

     2.4  Network Server Limits.  CUSTOMER agrees that in no event shall the
Software be concurrently resident on a number of network servers in excess of
the number listed on Schedule A.

     2.5  Port Limits.  CUSTOMER agrees that in no event shall it use the
Software with a number of ports in excess of the number listed on Schedule A.

     2.6  Use of Proprietary Marks.  OPT hereby authorizes CUSTOMER to use the
service marks and trade names of CUSTOMER's choosing in using the Software.
CUSTOMER shall ensure that those trade and service marks and trade names of OPT
which appear upon log-on and in any related documentation (including marketing
materials) shall continue to be displayed to all users during the term of this
Agreement and thereafter, to the extent required to protect OPT's intellectual
property rights.
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3.  DELIVERY.  OPT shall deliver the Software and the accompanying
documentation to the address indicated on the applicable Schedule,
electronically or by any commercially reasonable means and may select the
carrier and route. Delivery of the Software by OPT to a carrier at point of
shipment shall constitute tender of delivery to CUSTOMER for all purposes. OPT
does not insure the Software media against loss or damage in transit. All
shipping and delivery dates are estimates and do not guarantee a particular date
of shipment, but OPT shall use every commercially reasonable effort to meet such
shipment date. OPT shall not be liable, however, for any losses or damages
(whether incidental, consequential or otherwise) resulting from any delays in
delivery or shipping or damage occurring during shipping. Additional copies of
the Software's documentation can be purchased at OPT's then-current prices.

4.  TRAINING AND OTHER SERVICES.  OPT will provide CUSTOMER training in the
use of the Software and such other services as specified and at the fees stated
on the applicable Schedule(s). CUSTOMER will pay within 30 days of invoice
therefor reasonable (in accordance with CUSTOMER's normal travel policies)
travel and living costs incurred by OPT personnel in providing such training or
other services, as well as other costs incurred at CUSTOMER's request such as
shipping of materials or special equipment. OPT will provide reasonable
documentation for such expenses at the request of CUSTOMER. Additional training
or other services beyond those specified may be purchased by CUSTOMER in
accordance with the fees stated on the applicable Schedule(s).

5.  PAYMENTS.

    5.1  CUSTOMER'S Payments to OPT.  In consideration of the license granted
pursuant to Article 1, CUSTOMER shall pay to OPT the License fees and Annual
Technical Support Services/Other Services fees indicated in Schedule A (a
"Payment" or collectively referred to as the "Payments").

    5.2  Method of Payment; Monthly Reports.  CUSTOMER agrees to pay OPT the
Payments in accordance with this Section. Within 15 days after the Effective
Date, CUSTOMER will pay OPT the licensee fees due under Section 6.1. For any
other Payments, CUSTOMER will pay OPT within 30 days of the invoice date. The
Payments do not include freight and handling costs, insurance, local, state or
federal sales, use, excise, personal property or other similar taxes or duties
(excluding taxes based on income); any such charges and taxes shall be paid for
by CUSTOMER or, with respect to any such taxes in lieu thereof, CUSTOMER shall
furnish OPT a tax exemption certificate acceptable to the appropriate taxing
authorities. Further, CUSTOMER shall be solely responsible for any and all
customs clearance procedures, fees, tariffs, and import/export duties, if any,
provided, that OPT shall reasonably cooperate in any such process. All payments
due under this Agreement shall be made without any deduction or withholding,
unless such deduction or withholding is required by any applicable law of any
relevant governmental revenue authority then in effect. If CUSTOMER is required
to deduct or withhold, CUSTOMER will promptly notify OPT of the requirement, pay
the required amount to the relevant governmental authority, and provide OPT
with an official receipt or certified copy or other documentation acceptable to
OPT evidencing the payment. Expedited freight costs shall only be charged if
expedited shipping is requested by CUSTOMER. Along with the Payments due to OPT,
CUSTOMER will provide OPT with a report setting out the revenue generated by any
services provided by CUSTOMER to third parties in connection with the use of the
Software during the calendar month just ended, including without limiting the
foregoing, a detailed account of all revenues due to CUSTOMER under this
agreement and such other information as OPT may from time to time require. Any
Payments due by CUSTOMER to OPT that are not paid when due shall, at the option
of OPT, accrue interest until paid at a rate of interest equal to one and one-
half percent (1 1/2%) per month, or the maximum rate of interest allowed by
applicable law, if less.

    5.3  Recording System; Audit Rights.  CUSTOMER hall maintain complete
records of all transactions subject to payment to OPT under this Agreement,
which shall have information sufficient to provide the reports referred to in
Section 6.2 and shall keep such information in accordance with Generally
Accepted Accounting Practices. OPT shall have the right upon 10 days notice at
any time to perform a financial audit with respect to CUSTIOMER's Payments.
CUSTOMER shall grant OPT and its representatives full and complete access to
CUSTOMER's book and records, and other documents of CUSTOMER, as they relate to
this Agreement or as they may be required in order for OPT to ascertain any
facts relative to CUSTOMER's Payments. CUSTOMER shall provide OPT, or its
authorized representatives, such information and assistance as requested to
perform such audits; provided, however, that OPT and CUSTOMER shall endeavour to
arrange such assistance in such a way that it minimizes interference with the
performance of CUSTOMER's duties and obligations hereunder. If any audit reveals
that the amount which should have been paid for any period is more than 5%
greater than the amount actually paid, then CUSTOMER shall not only immediately
pay any amounts due, but shall also bear the entire cost of such audit.

6.  LIMITED WARRANTY.  For a period of 90 days after the Effective Date, OPT
warrants that the Software furnished or developed under this Agreement shall
conform to and perform in substantial accordance with OPT's then current,
published specifications for the Software (the "Specifications") and shall
operate satisfactorily in the system environment in which the Software was
designed to operate, as described in the Specifications. OPT does not warrant
that the Software is error free. The Software will be free from material defects
in materials and in workmanship. The foregoing limited warranties shall not
apply to any part of the Software which has been: (a) repaired or altered by
anyone other than OPT, or (b) subject to improper use, storage or maintenance,
negligence or accident. CUSTOMER's exclusive remedies for breach of this limited
warranty are limited to repair or replacement of any nonconforming components of
the Software. THE LIMITED WARRANTY OF OPEN PORT SET FORTH IN ARTICLE 7 IS MADE
FOR THE BENEFIT OF CUSTOMER ONLY, AND SHALL NOT EXTEND TO ANY THIRD PARTIES,
INCLUDING, BUT NOT LIMITED TO, CUSTOMER RESELLERS AND THEIR END-USER CUSTOMERS.
THE REMEDY DESCRIBED IN ARTICLE 7 IS THE SOLE AND
                                      -2-
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EXCLUSIVE REMEDY FOR BREACH OF THE LIMITED WARRANTY SET FORTH IN ARTICLE 7.
THERE ARE NO OTHER WARRANTIES, WHETHER WRITTEN, OR ORAL, EXPRESS OR IMPLIED,
WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.


7.   INTELLECTUAL PROPERTY WARRANTIES AND INDEMNIFICATION.

     7.1. Intellectual Property Warranty.  OPT warrants that the Software does
not violate any U.S. patent, U.S. copyright, U.S. trade secret or U.S. trademark
right of any third party.

     7.2  Intellectual Property Indemnification.  In the event that legal
proceedings are brought against CUSTOMER claiming an infringement of any such
right based upon CUSTOMER's use of the Software, OPT, at its own expense, will
indemnify, defend or settle any such claim, suit or proceeding, and hold
harmless CUSTOMER against any and all costs and damages arising as a result of
any such proceedings, provided that: (i) OPT is given prompt notice of any such
claim; (ii) OPT is given sole control of the defense of such claim including any
an all negotiations, appeals and settlements, and (iii) CUSTOMER provides OPT
with the information, authority, and any and all assistance reasonably required
to perform the aforementioned defense. If the Software is held to infringe, or
in OPT's opinion is likely to be held to infringe, any third party's U.S.
patent, U.S. copyright, U.S. trade secret, or U.S. trademark right, OPT shall,
at its expense, secure the right for CUSTOMER to continue use of the Software or
replace or modify the Software to make it non-infringing. If commercially
reasonable efforts to achieve the foregoing are unsuccessful, CUSTOMER shall be
entitled to terminate the license rights granted hereunder and such termination
shall have the effect of a termination under Article 13. THE FOREGOING STATES
THE ENTIRE LIABILITY OF OPT AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
INFRINGEMENT AND MISAPPROPRIATION CLAIMS AND ACTIONS.

     7.3  Limitation to Intellectual Property Indemnification.  The indemnity
provided under this Section shall not apply to any claim of infringement if: (i)
CUSTOMER is not using the latest revision of the Software provided by OPT
("Current Release"), to the extent such infringement could have been avoided by
use of the Current Release; (ii) CUSTOMER is using a form of the Software that
has been modified, except for modifications expressly approved by OPT in
writing, to the extent such claimed infringement could have been avoided by use
of an unmodified form of the Current Release, or (iii) the Software has been
combined, operated, or used with products or data not supplied, to the extent
such claimed infringement could have been avoided by the use of the Software
without such products or data.

8.   CONFIDENTIALITY.  CUSTOMER acknowledges and agrees that OPT owns all right,
title, and interest in and to the Software, documentation and related
information, regardless of the media on which it is recorded. CUSTOMER shall
have no rights to such Software, documentation or related information except
those rights expressly granted herein. Further, CUSTOMER agrees to preserve the
confidential nature of any proprietary, trade secret information, contained in
the Software and agrees not to permit the use of the Software by any
unauthorized persons or any party. The obligations of this Section shall survive
any termination of the license rights granted under this Agreement. The parties
agree that any confidential information exchanged pursuant to the Software
Evaluation Agreement will be governed under the terms of this Agreement.

                                      -3-
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     8.1. Confidential Information. "Confidential Information" means: (a) the
Software; and (b) any business or technical information of OPT, including but
not limited to any information relating to OPT's product plans, designs, costs,
finances, marketing plans, business opportunities, personnel, research,
development or know-how. Confidential Information shall not include information
that: (i) is in or enters the public domain without breach of this Agreement
through no fault of CUSTOMER; (ii) CUSTOMER was in possession of prior to first
receiving it from OPT; (iii) was developed by CUSTOMER independently and without
use of or reference to OPT's Confidential Information; or (iv) CUSTOMER receives
from a third party without restriction on disclosure and without breach of a
nondisclosure obligation.

     8.2. Obligations.  CUSTOMER will maintain the Confidential Information of
OPT in strict confidence and will exercise due care with respect to the handling
and protection of such Confidential Information, consistent with its own
policies concerning protection of its own Confidential Information of like
importance. CUSTOMER will use the Confidential Information of OPT only as
expressly permitted herein, and will disclose such Confidential Information only
to its employees and consultants as is reasonably required in connection with
the exercise of its rights and obligations under this Agreement (and only
subject to binding use and disclosure restrictions at least as protective as
those set forth herein executed in writing by such employees and consultants).
However, CUSTOMER may disclose Confidential Information of OPT pursuant to the
order or requirement of a court, administrative agency, or other governmental
body, provided that CUSTOMER gives reasonable notice to OPT to contest such
order or requirement. Any such disclosure by CUSTOMER of the Confidential
Information of OPT, will, in no way, be deemed to change, affect or diminish the
confidential and proprietary status of such Confidential Information.

     8.3  Injunctive Relief.  CUSTOMER acknowledges that improper use or
disclosure of the Confidential Information of OPT would cause substantial harm
to OPT that could not be remedied by the payment of damages alone. Accordingly,
OPT will be entitled to preliminary and permanent injunctive relief and other
equitable relief for any breach of this Article 9.

9.   ASSIGNMENT.  The license granted under this Agreement may not be assigned,
sublicensed or otherwise transferred, either voluntarily, by operation of law or
otherwise, without the prior written approval of OPT and any such assignment
without OPT's written consent shall be void. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties to this Agreement and any
permitted successors and assigns.

10.  MAINTENANCE SERVICES.  During the Warranty period or so long as CUSTOMER
has paid on a current basis all License Fees and Technical Support Fees, OPT
agrees to deliver to CUSTOMER Technical Support Services in accordance with
Schedule A. If the reported error is not in the Software, or the error has
resulted from the negligence of CUSTOMER or modification of the Software by
CUSTOMER or any third party not authorized by OPT, CUSTOMER will be billed and
shall pay for such support at the then prevailing customer support rates, as
well as any reasonable, documented travel and living expenses incurred by OPT.
CUSTOMER shall be responsible for, and reimburse OPT, the cost of shipping any
media containing any new releases, corrections, enhancements or improvements to
the Software available under this Section and the documentation thereof.
Maintenance services do not include new software or hardware products or options
sold separately by OPT. CUSTOMER shall establish a maximum of two support
coordinators per location who shall be familiar with and trained in the use of
the Software and to whom all authorized users shall be instructed to direct all
questions and problems regarding use, operation and maintenance of the Software;
only such support coordinators shall be entitled to contact OPT for maintenance
or other assistance.

11.  LIMITATION OF LIABILITY AND GENERAL INDEMNIFICATION.

     11.1  Limitation of liability.  WITHOUT LIMITING ANY LIABILITY UNDER
ARTICLE 9 AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS
OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL OPT'S LIABILITY ARISING UNDER THIS
AGREEMENT FOR DAMAGES EXCEED THE AMOUNT OF THE LICENSE FEES PAID TO OPT PURSUANT
TO SECTION 6.1 FOR A PERIOD OF SIX MONTHS PRECEDING THE OCCURRENCE OF THE LOSS
OR DAMAGES. FURTHER, IN NO EVENT SHALL OPT BE LIABLE TO CUSTOMER OR ANY THIRD
PARTY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING FROM ANY
CLAIMED BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN
TORT, OR ANY OTHER LEGAL THEORY, EVEN IF OPT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST
PROFITS, COST OF ANY SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS INFORMATION,
BUSINESS INTERRUPTION, OR CLAIMS OF CUSTOMER FOR ANY SUCH DAMAGES.

     11.2  General Indemnification.  CUSTOMER HEREBY AGREES TO INDEMNIFY,
DEFEND, AND HOLD OPT HARMLESS FROM AND AGAINST ANY CLAIM, JUDGMENT, LIABILITY,
INJURY, LOSS, COST, OR EXPENSE, INCLUDING ATTORNEYS' FEES AND COURT COSTS,
ARISING OUT OF (A) CUSTOMER'S FAILURE TO COMPLY (EITHER BY ACT OR FAILURE TO
ACT) WITH ANY OF ITS OBLIGATIONS AS SET FORTH IN THIS AGREEMENT; (B) A BREACH OF
ANY OF CUSTOMER'S OBLIGATIONS TO ANY CUSTOMER END-USERS, CUSTOMER RESELLERS OR
THEIR END-USERS IN CONNECTION WITH OR ARISING OUT OF CUSTOMER'S USE OF THE
SOFTWARE, OR (C) ANY OTHER WRONGFUL CONDUCT OF CUSTOMER, ITS EMPLOYEES, AGENTS,
AND REPRESENTATIVES.  CUSTOMER SHALL AT ALL TIMES CONDUCT ITS OPERATIONS AND USE
THE SOFTWARE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL
STATUES, LAWS, REGULATIONS, OR ORDINANCES OF ANY APPLICABLE COUNTRY OR
JURISDICTION.

                                      -4-
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12.  TERMINATION.

     12.1  Termination.  This Agreement and the license granted hereunder shall
terminate upon the earliest to occur of the following: (a) 30 days after OPT
gives CUSTOMER notice of CUSTOMER's material breach of any provision of the
Agreement (other than CUSTOMER's breach of its obligations under Sections 3 and
9, which breach will result in immediate Termination), including more than 30
days delinquency in CUSTOMER's payment of any fees due hereunder, unless
CUSTOMER has cured such breach during such 30-day period; (b) 10 days after OPT
gives CUSTOMER notice of OPT's termination of its own licensing rights into the
Software; and (c) immediately if CUSTOMER files for bankruptcy, becomes
insolvent, or makes an assignment for the benefit of creditors.

     12.2  CUSTOMER's Obligations Upon Termination; Effect of Termination.
Upon the termination of the license rights granted under this Agreement for any
reason, the Software, documentation and any copies thereof shall be immediately
returned to OPT, and CUSTOMER shall contemporaneously deliver a duly authorized
certification that all such copies have been returned or removed from CUSTOMER's
and CUSTOMER RESELLER'S systems, including the systems of their respective End-
User Customers, and that CUSTOMER no longer has any right to the Software. All
provisions of this Agreement relating to disclaimers of warranties, limitation
of liability, remedies, damages, confidentiality, indemnification, applicable
law, forum selection and the proprietary rights of OPT shall survive any
termination of the license rights granted hereunder.

13.  MISCELLANEOUS.

     13.1  Patent Protection.  CUSTOMER acknowledges OPT's claim that the
Software is protected by pending and/or issued United States patents as well as
copyrights, trade marks and trade secrets and that only a license is granted
thereto. CUSTOMER acknowledges OPT's representation that it has received United
States patents that may relate to one or more aspects of the Software and that
OPT has informed CUSTOMER that it has pending United States and provisional
patent applications directed to the Software, including allowed United States
patent applications covering certain aspects of the Software.

     13.2  Force Majeure.  If performance by OPT is delayed or made impractical
or burdensome by any cause beyond OPT's control, including, without limitation,
any acts of God, fire, flood, explosion, vandalism, sabotage, riot,
insurrection, severe weather, curtailment or termination of OPT's regular
sources of supplies, inability to obtain or a delay in obtaining any licenses or
permit, acts or omissions of the CUSTOMER or its representatives, shipping
delays, strikes or labor disputes, or any existing or future law or act of any
government or regulatory body, then (i) OPT shall be excused from performance to
the extent that and for so long as such performance is delayed or made
impracticable or burdensome by such cause, and (ii) OPT may adjust the Payments
required to be made hereunder.

     13.3  Risk Allocation.  CUSTOMER acknowledges and agrees that the fees
charged by OPT in this Agreement reflect the allocation of risks, including, but
not limited to, the limitation of liability set forth in Section 12.1 and the
limited warranties set forth in Article 7.  A modification of the allocation of
risks set forth in this Agreement would affect the Payments, and in
consideration of such Payments CUSTOMER agrees to such allocation of risks.

     13.4  Notices.  Any notice or communication required or permitted under
this Agreement shall be in writing and deemed received by a party when
personally delivered to it or, when received by overnight courier service
(provided it shall be deemed received no more than two (2) days after delivery
to such courier drop-off site), or when received by certified or registered mail
(provided it shall be deemed received no more than five (5) business days after
posting), if addressed to the party at the address of such party specified on
the signature page of this Agreement or at such other address as specified by
such party in a notice delivered to the other party in accordance with this
Section 14.4.

     13.5  Applicable Law; Forum Selection.  The formation, operation, and
performance of this Agreement shall be governed, construed, applied, and
enforced in accordance with the laws of the State of Illinois, without regard to
Illinois conflict of laws provisions. The parties consent and agree that all
cases, claims, and controversies based upon this Agreement shall be adjudicated
only in an Illinois state or Federal court located in Cook County, Illinois.
Each party consents to the jurisdiction or such courts over each of the parties.

     13.6  Compliance with Laws and Regulations.  CUSTOMER agrees to comply
fully with all applicable laws and regulations of the United States of America
and any and all other applicable foreign laws and regulations as they may exist
from time to time with respect to this Agreement. Without limiting the
generality of the foregoing, CUSTOMER acknowledges that the laws and regulations
of the United States of America restrict the export and re-export of commodities
and technical data of United States of America origin. CUSTOMER agrees that it
will not export or re-export the Software or any technical data (or any direct
products thereof) of OPT in any form in violation of such terms and regulations,
or without the appropriate United States of America and foreign government
licenses.

     13.7  Entire Agreement; Modification.  This Agreement and each Schedule or
Exhibit that references this Agreement contain all of the agreements and
understandings between the parties with respect to the subject matter hereof and
supersedes all

                                      -5-
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prior and contemporaneous agreements and understanding, whether oral or written,
of the parties. No modification of this Agreement will be effective unless it is
in writing and signed by an authorized representative of each party. The
headings contained in this Agreement are inserted solely for convenience and
shall not constitute a part of this Agreement, nor shall they affect the
meaning, construction, interpretation or effect of this Agreement. Additional
Schedules or Exhibits may be entered into from time to time between the parties
for the provision of additional products and services. Each of those Schedules
or Exhibits shall become part of this Agreement and shall be subject to the
terms and conditions of this Agreement. If there is any conflict between this
Agreement and any Schedule or Exhibit, the Schedule or Exhibit shall control for
purposes of the products and services specified thereon; otherwise this
Agreement shall control for all other purposes. Every provision of this
Agreement is intended to be severable; if any term or provision is determined to
be illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement. A waiver of
any breach or default under this Agreement must be in writing and shall not be
deemed a waiver of any other or subsequent breach or default. Failure or delay
by either party to enforce compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition.

     IN WITNESS WHEREOF, each of the parties hereto have caused this Software
License Agreement as of date first written above, and represents and warrants to
other that it is legally free to enter into this Agreement and that its
execution has been duly authorized.


OPEN PORT TECHNOLOGY, INC.:                  [CUSTOMER]:

By: _____________________________            By:_______________________________

Name:____________________________            Name:_____________________________

Its: ____________________________            Its:______________________________

Address: 676 North St. Clair, 9th Floor
         Chicago, Illinois 60611

                                      -6-
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                           SOFTWARE LICENSE AGREEMENT

                    SCHEDULE A TO SOFTWARE LICENSE AGREEMENT
BETWEEN OPEN PORT TECHNOLOGY, INC. AND ______________________________CUSTOMER

<TABLE>
<CAPTION>
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                                                                                            Initial License Fee
Software:                                          # Network                 Per unit
                                                    Servers      # Ports      Price
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<S>                                                <C>           <C>         <C>            <C>







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</TABLE>


<TABLE>
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<S>                                                                 <C>
Maintenance Fee:
20% *Software List Price (period runs from ______________________________ ("Start Date") to __________________________.
                                           (90 days after Effective Date)                  (12 months after Start Date)

Annual Maintenance Renewal is 20% * the then current list price.
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Total Software and Maintenance:
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</TABLE>

Invoice Address                              Shipping Address (if different)
________________________________             _________________________________

________________________________             _________________________________

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