DEVELOPMENT AND LICENSE AGREEMENT, dated as of April 15, 1999 (the "Agreement"),
between The Translation Group,  Ltd., a corporation  organized under the laws of
the  State  of  Delaware  ("TTGL")  with  an  office  at 30  Washington  Avenue,
Haddonfield, New Jersey, 08033, and ESTEAM AB, a corporation organized under the
laws of Sweden ("EST") with an office at on 45 61 Kifissia, Athens, Greece.

                                   WITNESSETH

         WHEREAS,  EST is a software  development  company  specializing  in the
development of computer  automated  language  translation  systems and tailoring
such systems to specific applications;

         WHEREAS,  EST has  developed,  uses and continues to improve a computer
automated language translation software system know as the "BTR System";

         WHEREAS,  EST has  demonstrated  its technical  ability by delivering a
computer automated  language  translation for  patent/trademark  applications to
CompuMark (a Thompson Company);

         WHEREAS,  EST wishes to develop certain computer  translation  programs
("Applications")  hereinafter  described  and  wishes  TTGL  to  assist  in  the
development of and marketing of said Applications, and TTGL is willing to do so,
all on the terms hereinafter set forth;

         WHEREAS,  EST wishes to exclusively  license to TTGL and TTGL wishes to
exclusively  license  from EST for a period of (15) years all rights,  title and
interest in certain  Applications and accompanying  Manuals  developed using the
BTR System and modifications, improvements and adaptations thereto;

         NOW, THEREFORE, EST and TTGL agree as follows:

1.       DEFINITIONS:

     1.1      AFFILIATE.  A company owned or controlled by another company.

     1.2 APPLICATION.  An Application is a customized  version of the BTR System
and its  modifications,  improvements  and  adaptations to be used in performing
translations of specific text documents in a particular  domain.  An Application
will be defined by the corresponding Application Term Sheet(s).

         1.2A IDENTIFIED APPLICATIONS. TTGL has identified four (4) Applications
("Identified Applications") that EST and TTGL believe can be developed using the
BTR System and  modifications,  improvements  and adaptations  thereto,  will be
commercially  viable  and  which EST and TTGL have  agreed  will be the  subject
matter of an exclusive license from EST to TTGL. The Identified Applications are
set forth in Schedule "1" attached hereto.



<PAGE>

         1.2B ADDITIONAL  APPLICATIONS.  TTGL has the right to identify four (4)
Applications   in  addition   to  the   Identified   Applications   ("Additional
Applications")  that it  believes  can be  developed  using the BTR  System  and
modifications,  improvements  and  adaptations  thereto and will be commercially
viable.

         1.2c Identified  Applications and Additional Applications are sometimes
collectively   referred  to  as  "Applications"  which  term  will  include  any
modifications, improvements and adaptations thereof.

     1.3 BTR SYSTEM.  The BTR System is a computer  software system developed by
EST, which when applied to appropriate hardware  automatically performs language
translations  without any human  intervention.  The BTR System is set forth with
more particularity in Exhibit "A" attached hereto and incorporated herein.

     1.4 COMPUTER HARDWARE.  Computer hardware is a tangible  computational unit
designed to perform  very large  numbers of  computations  in a very short time.
Hardware  includes,  among other things, a central  processing  unit,  displays,
keyboards, severs, printer, various memory and data storage units.

     1.5 COMPUTER SOFTWARE.  Computer software is a set of written  instructions
allowing and directing the  performance of  computations  on computer  hardware.
Software may be "off-the-shelf" such as Oracle database management software,  or
proprietary,  which is created  for a  specific  purpose,  but not  commercially
available.

     1.6 EXCLUSIVE LICENSE.  The grant of an exclusive  worldwide License by EST
to TTGL for the four Identified  Applications,  the four Additional Applications
and accompanying Manuals for a period of fifteen (15) years ("License Term").

     1.7 LANGUAGE RESOURCES. Language resources include those databases or other
bodies of data  necessary to conduct a Project or develop an  Application.  They
may include dual language  dictionaries,  glossaries,  terminology,  and already
translated texts in multiple languages.

     1.8 MANUAL. A Manual for each Application  containing  instructions for the
use of that Application which term will include any modifications,  improvements
and adaptations thereof.

     1.9 OPTION TERM.  The Option Term means the period that the Option shall be
exercisable and valid.

     1.10 PROJECT. A Project is a development task, which is narrow in scope and
of short duration.  A Project is intended to test the  applicability  of the BTR
System in a  particular  topic,  or it may be to solve a problem.  A Project may
evolve into an Application.



<PAGE>

         1.10a Applications and Projects are sometimes  collectively referred to
as "Development Programs" unless specifically referred to.

2.       OPTION.

     2.1 GRANT OF OPTION. For good and valuable  consideration EST hereby grants
TTGL an Option to extend this  Agreement for an  additional  three years for the
purpose  of  completing  the  Identified  Applications  and/or  developing  four
Additional Applications, as the case may be.

     2.2  EXERCISE OF OPTION.  The Option must be  exercised  by giving  written
notice to EST at any time  prior to the  expiration  of the  Option  Term.  Said
written  notice shall  identify  Application(s)  that will be  completed  and/or
developed,  and to the extent  possible,  be accompanied by Program  Development
Term Sheet(s).

     2.2a In the event the  Agreement is extended for an  additional  three-year
period,  the same terms and conditions set forth in this Agreement  shall apply.
Provided that TTGL's *******  Minimum  monthly  guarantee  shall be increased to
******* but shall not be  effective  or  operative  during any month EST secures
funding from the EU in an amount greater than **** of said *******.

     2.3 OPTION  TERM.  The Option Term shall be for a period of three (3) years
and shall  commence upon the execution of this  Agreement and shall remain valid
for three (3) years thereafter.

     3. SCOPE OF WORK. EST shall provide development services in accordance with
the  terms  and  conditions  of  this  Agreement  and  in  accordance  with  the
Application  Term  Sheet(s)  and  Project  Term  Sheet(s)  which  are or will be
attached to and made part of this Agreement.

     3.1 APPLICATIONS. Applications will be described in Application Term Sheets
outlining  the  Development  Program,  including  but not limited to, the system
specifications which are the targets of the development,  and milestones defined
both  by time  and  achievement  and  projected  development  costs.  The  first
Application Term Sheet is the initial  Application Term Sheet for the Identified
Application of Financial Information and is attached as Exhibit "B".

     3.2 PROJECT.  Projects  will be  described  in Project Term Sheets  setting
forth a  statement  of the  problem  to be solved or a question  to be  answered
relating  to the  capability  of the BTR  System  to solve  certain  translation
problems,  including but not limited to, the specifications of the problem to be
addressed,  and milestones  defined both by time and  achievement  and projected
development  costs.  The first  Project  Term Sheet is the initial  Project Term
Sheet for the Identified Application of Financial Information and is attached as
Exhibit "C".



<PAGE>

4.       LICENSE.

     4.1  APPLICATIONS  AND  MANUALS.  EST will use its best  efforts to develop
Applications and Manuals that meet the  specifications  set forth in the Program
Development  Term  Sheet.  EST will  deliver  each  Application  and the  Manual
therefor to TTGL not later than the delivery date specified in relevant  Program
Development Term Sheet.

         4.1a Each  Application will operate on computer agreed upon by TTGL and
EST in the relevant Program Development Term Sheets ("Computers").

     4.2 GRANT OF EXCLUSIVE  LICENSE.  For good and valuable  consideration  EST
hereby grants TTGL the exclusive, irrevocable,  worldwide license to financially
exploit  the  four  (4)  Identified   Applications,   the  four  (4)  Additional
Applications and accompanying Manuals during the License Term and subject to the
terms and provisions of this  Agreement.  The Exclusive  License granted to TTGL
under this Section 4.2 is subject to the  following  exceptions:  1) EST may use
any of the  eight (8)  Applications  but may not sell,  license,  rent,  market,
distribute  or otherwise  exploit any  Application  during the relevant  License
Term.

     4.3 DURATION OF LICENSE. TTGL's License to the Application(s) and Manual(s)
shall  commence upon the execution of this  Agreement and shall extend until the
fifteenth  (15th)  anniversary  from  the  date  of  TTGL's  acceptance  of each
Application  successfully  developed  by EST.  The periods of fifteen (15) years
under this Section 4.3 will survive the termination of this Agreement  ("License
Term(s)").  Provided  that,  TTGL's  right to  financially  exploit a particular
Application  under said License  shall only become valid upon  finalized  funded
development for said Application.  Upon the expiration of each fifteen (15) year
period the relevant  License shall be converted to a Royalty-Free  Non-Exclusive
License.

     4.4 ACCEPTANCE AND REJECTION.  Upon receipt of each Application and Manual,
whether initially or on resubmission, TTGL will test the Application and examine
the Manual  and will  accept  the same if they are  satisfactory.  TTGL will not
unreasonably  withhold  or  delay  its  acceptance.  If TTGL  finds  either  the
Application or Manual or both  unsatisfactory,  TTGL will return the same to EST
with an explanation of the changes it desires.  EST will use its best efforts to
make the changes  requested by TTGL,  and, upon  completion of the changes,  EST
will resubmit the  Application,  the Manual or both, as the case may be, to TTGL
for acceptance.  If, within ninety (90) days after the application is delivered,
TTGL fails to notify EST of any  changes  that it wishes in the  Application  or
Manual,  TTGL will be deemed to have accepted the Application or Manual. If TTGL
accepts the modified  version,  then all the  provisions of this  Agreement will
apply to that  Application  and to the Manual  therefor as if TTGL had initially
accepted them.

     4.5 Upon delivery to and acceptance by TTGL of an Application and Manual or
a modification to either,  EST will furnish TTGL, without charge, (i) two master
disks  from  which  copies of the  Application  may be  produced  for use on the
Computers, (ii) the object codes for the Application,  and (iii) the mechanicals
or master copies of the Manual from which printed copies can be made.




<PAGE>

     4.6  Notwithstanding  acceptance of an Application  and Manual by TTGL, EST
will correct any errors or defects in the Application for one year following the
acceptance of the final  Application  or the duration of this  Agreement and any
extensions hereto, whichever is earlier.

     4.7 For  purposes  of  marketing  each  Application  and Manual  which TTGL
accepts under this Agreement,  TTGL will, at its expense,  produce copies of the
Application  from the master disks and cause copies of the Manual to be printed.
TTGL may add to the Applications devices to guard against unauthorized  copying,
but TTGL does not warrant that any such device will prevent such copying.

     4.8  During  the  License  Term,  EST will  not  produce,  except  for that
Application,  any computer  program  dealing with the topic or subject matter of
that Application.

4.9      Royalty;

         (i) During the License Term TTGL will pay EST a royalty of ** of TTGL's
"Net Sales" (as hereinafter defined) from any sale, rental or other exploitation
by TTGL of any Application or Manual.  For purposes of this Agreement,  the term
"Net  Sales"  means  all  monies  received  by TTGL  from the  sale,  rental  or
exploitation of the  Applications  and Manuals less credits or refunds for items
returned and excluding,  commissions,  discounts, allowances, duties and freight
charges,  sales and use taxes,  tariffs,  duties and other governmental  charges
applicable  to the sale,  and  normal and  customary  handling  charges.  TTGL's
obligation  to pay EST  said **  royalty  shall  be  binding  upon  TTGL and its
successors, heirs, executors, administrators and legal representatives and inure
to the benefit of EST's successors and assigns.

         (ii) TTGL will pay the Royalties to EST semiannually  within (60) sixty
days  following  each six month period in a Royalty  Year.  For purposes of this
Agreement,  a Royalty Year will commence at the time any commercial  Application
first generates revenue.

         (iii) TTGL will maintain complete and accurate records of all Net Sales
of the Applications and Manuals.  EST may examine, at its own expense,  any copy
of such records on reasonable notice. Provided,  however, EST's right to conduct
an audit of any copy of such records shall be limited to once a year.

         (iv) TTGL may  credit  against  amounts  which it owes EST  under  this
Section any overpayments that TTGL has made to EST.

         (v)  TTGL's  obligation  to pay  royalties  under this  Agreement  with
respect to the  exploitation of any Application in any  jurisdiction  will cease
for such Application upon a determination by a court of competent  jurisdiction,
after all appeals,  if



<PAGE>

any, and after the time for any appeal had expired, that the Applications is not
entitled  to  copyright  in that  jurisdiction  or  that  the  copyright  to the
Application in that  jurisdiction is otherwise  invalid.  The provisions of this
Section are without  prejudice to any claim TTGL may have for breach of warranty
under this Agreement.

5. REPRESENTATIONS OF EST. EST represents and warrants to TTGL:

     5.1 EST will use its best efforts to complete  Development Programs on time
and within budget.

     5.2 EST has on its premises and  available  for its use all of the computer
hardware and computer software necessary to conduct all contemplated Development
Programs in an efficient  manner,  or will promptly  notify TTGL of the need for
such computer hardware and computer software.

     5.3 EST has on its premises and  available  for its use all of the language
resources  necessary  to conduct  all  contemplated  Development  Programs in an
efficient  manner,  or will  promptly  notify TTGL of the need for such language
resources.

     5.4 At all  times  during  the  term of this  Agreement,  EST  will  assure
priority  scheduling for TTGL work ahead of any other work which EST may perform
for others.

     5.5 Additional Warranties and Representations.  EST represents and warrants
to TTGL:

         (i) Except to the extent set forth in Section  5.5(ii),  EST has all of
the rights in and to the BTR System;

         (ii)  EST  has  granted  a  limited  license  ("Limited   License")  to
CompuMark/Thompson   to  use  and   distribute   the  BTR   System   within  the
Patent/Trademark  sector of the  Intellectual  Property  Right market (A copy of
said Limited License is attached hereto Exhibit "D");

         (iii)   this   Agreement,   copy  of  which   has  been   provided   to
CompuMark/Thompson,  does  not give  rise to any  claims  by  CompuMark/Thompson
against EST for any violation or breach of any  obligation  that EST may have to
CompuMark/Thompson  and does not give rise to any  claims by  CompuMark/Thompson
against  TTGL  (A  copy  of  a  letter  from  an  Authorized  Representative  of
CompuMark/Thompson  reflecting  the  accuracy of the  substance  of this Section
5.5(iii) is attached hereto as Exhibit "E");

         (iv) to the best of its  knowledge,  EST warrants to TTGL (i) that each
Application  and Manual  will not violate or  infringe  any  patent,  copyright,
trademark,  service mark, right of privacy or other right,  will not contain any
libelous or defamatory material or any material which EST is not duly authorized
to use, and will not misuse or  misappropriate  any trade secret or confidential
information,  (ii) that any approvals or permissions required in connection with
the production,  manufacture, use or exploitation



<PAGE>

of each  Application  and Manual have been  obtained or will have been  obtained
prior to the  initial  submission  to TTGL and will be and will remain in effect
during the License Term with respect to the  applicable  Application  and Manual
(but this warranty does not apply to any  permission  required with respect to a
computer  operating  system or programming  utility,  which  permission  TTGL is
required to obtain),  (iii) that EST has the right, power and authority to grant
to  TTGL  the  rights  it has  granted  under  this  Agreement,  (iv)  that  the
Applications  and Manuals  will all be  original  and none will be in the public
domain,  (v) that each of the  Applications  and  Manuals  will be  entitled  to
copyright and to the  protections  afforded such  materials by copyright law and
(vi) that each Application will operate properly on the Computer for which it is
designed,  will be free from defects, will not cause damage to the Computers for
which it is designed or to any data stored in those Computers,  and will conform
to the description  thereof and will operate in accordance with the instructions
and specifications therefor contained in the Manual;

         (v) EST will use its best efforts to insure the Identified Applications
and the Additional Applications will conform to the description thereof and will
operate in accordance with the Program Development Term Sheets;

         (vi) there is no litigation or claim pending or threatened with respect
to the BTR System;

         (vii) the  execution,  delivery and  performance  of this Agreement has
been  duly  authorized  by  EST's  board  of  directors.  EST has all  requisite
capacity,  power and  authority to execute and deliver this  Agreement  and each
other  agreement,  document  instrument  or  certificate  contemplated  by  this
Agreement  or  to be  executed  in  connection  with  the  consummation  of  the
transactions   contemplated  by  this  Agreement,   and  to  perform  fully  its
obligations  hereunder and thereunder.  This Agreement has been duly and validly
authorized,  executed and delivered by EST and this Agreement constitutes legal,
valid and binding  obligations  of EST,  enforceable  against EST  regardless of
whether enforcement is sought in a proceeding at law or in equity.

         (viii) TTGL alone will have the Exclusive License  throughout the world
to the Identified Applications and Additional Applications and the sole right to
apply for patents, copyrights,  trademarks,  service marks and other rights with
respect to the  Identified  Applications,  Additional  Applications  and Manuals
during the License Term.

         (ix)  The  representations  and  warranties  of EST will  survive  this
Agreement.  EST will  indemnify  TTGL against any  liability  and will hold TTGL
harmless from and pay any loss,  damage,  cost and expense  (including,  without
limitation, legal fees, court costs and the cost of appellate proceedings) which
TTGL  incurs  arising  out  of a  breach  of  any of  said  representations  and
warranties or any claim against TTGL alleging facts which, if true, would result
in a breach of any said representations and warranties.




<PAGE>

         (x)  The  representations   and  warranties,   obligations  under  this
Agreement and any obligations of indemnity of EST shall be assignable, and shall
be binding upon EST and its successors,  heirs,  executors,  administrators  and
legal representatives and inure to the benefit of TTGL's successors and assigns.

         (xi)  EST  shall  not use  the  BTR  System  for  translation  projects
competitive  with any  Application as defined herein,  currently,  or which from
time to time may be, produced, distributed or marketed by TTGL or any affiliated
entity without prior written approval from TTGL.

6. REPRESENTATIONS OF TTGL. TTGL represents and warrants to EST:

     6.1  TTGL  will  use its best  efforts  to  identify  and  define  four (4)
Additional Applications for EST to develop.

     6.2 TTGL will use its best efforts to commercialize such Applications which
EST successfully develops.

     6.3 TTGL  recognizes  that EST's  obligation  to afford  priority to TTGL's
Development  Programs  over  work for  others  may  result  in EST  experiencing
financial  hardships in meeting its basic  operating  expenses of  approximately
********** per month ("Operating Expenses").  Accordingly,  TTGL guarantees that
it will pay EST a minimum of ******* per month on or before the 15th day of each
month during the term of this Agreement for EST's Operating  Expenses  ("*******
Minimum").  Provided  further  that,  notwithstanding  anything  herein  to  the
contrary,  TTGL's  monthly  obligation  to pay EST said  *******  Minimum  shall
terminate  upon the  second  anniversary  of this  Agreement  or if EST  secures
funding  from the EU in an amount  greater  than **** of said  *******  Minimum,
whichever is later.

     6.4 During the Term of this Agreement TTGL will provide development funding
in addition to the *******  Minimum for any  Development  Program  that TTGL may
request EST to develop. Such development funding may include language resources,
computer  hardware and computer  software and any other  development  costs that
TTGL and EST may jointly deem necessary for a Development Program.

     6.5  During  the Term of this  Agreement  TTGL  will  provide  funding  for
additional  Operating  Expenses incurred by EST above the ******* minimum if EST
reasonably  demonstrates  that its actual Operating  Expenses exceed ******* per
month as a direct result of any Development Program for TTGL, i.e., EST works on
two Development programs simultaneously.

     6.6 Additional Warranties and Representations. TTGL represents and warrants
to EST:

         (i) the execution,  delivery and performance of this Agreement has been
duly authorized by TTGL's board of directors.  TTGL has all requisite  capacity,
power and  authority  to  execute  and  deliver  this  Agreement  and each other
agreement,



<PAGE>

document,  instrument or  certificate  contemplated  by this  Agreement or to be
executed in connection with the consummation of the transactions contemplated by
this Agreement,  and to perform fully its obligations  hereunder and thereunder.
This Agreement has been duly and validly  authorized,  executed and delivered by
TTGL and this  Agreement  constitutes  legal,  valid and binding  obligations of
TTGL,  enforceable against TTGL regardless of whether enforcement is sought in a
proceeding at law or in equity.

         (ii) TTGL will  indemnify  EST against any  liability and will hold EST
harmless from and pay any loss,  damage,  cost and expense  (including,  without
limitation, legal fees, court costs and the cost of appellate proceedings) which
EST incurs arising out of a breach of any of said representations and warranties
or any claim against EST alleging facts which, if true, would result in a breach
of any said representations and warranties.

     6.7 TTGL and EST agree  that EST shall  have the right to use or  otherwise
employ the BTR System in accordance  with this  Agreement for the following uses
and purposes;

         (i) EST shall  have the  exclusive  right to employ  the BTR  System to
either perform  research and  development  projects for the EU Authorities or to
enter into contracts with the EU Authorities.

         (ii) EST shall  have the  exclusive  right to employ  the BTR System to
perform projects for the CompuMark/Thompson.

7.       TERM AND TERMINATION.

     7.1 The Term of this Agreement  shall be three (3) years  commencing on the
date of execution of this Agreement. Provided that the Term of this Agreement is
subject to TTGL's Option as well as the Termination provisions contained herein.

     7.2 EST may terminate  this Agreement upon 30 days written notice that TTGL
has failed to remit to EST the ******* Minimum in accordance with section 6.3 of
this Agreement. Provided that said notice of termination shall be without effect
in the event TTGL cures such  failure to remit said  *******  Minimum  within 30
days from TTGL's receipt of said written notice.

     7.3 Either party may terminate  this  Agreement upon 90 days written notice
after  the  first  anniversary  from the date of  execution  of this  Agreement.
Provided  further that,  any notice given by EST under this Section will only be
effective upon the completion of any Development  Programs currently in progress
and will not act to terminate the License Term.

7.4      Sections 4, 8 and 9 will survive such termination.



<PAGE>


8.       COPYRIGHT.

     8.1 Subject to the rights  granted to TTGL under this  Agreement,  EST will
own all copyright and all other  proprietary  rights in and to each  Application
and Manual.  EST will have the sole and exclusive  right to register in its name
in the United States and elsewhere the copyrights applicable to each Application
and Manual.  Without  prejudice to EST's rights under Section 5(a), TTGL may, at
its expense,  arrange to register in EST's name United States and, to the extent
TTGL  deems  advisable,   foreign   copyrights  and  renewals  thereof  for  the
Application  and Manual.  EST will  execute such  documents  and take such other
action as may be required to effect any such registration.

     8.2 If, during the term of this  Agreement,  either party believes that any
copyright  or other  proprietary  right in any  Application  or  Manual is being
infringed or injured,  such party will give written notice thereof to the other.
If, after consultation,  the parties proceed jointly, then the cost and recovery
arising out of such  prosecution  shall be shared  equally.  If no  agreement is
reached for joint  action,  TTGL may  proceed as it sees fit,  bearing all costs
incidental thereto and retaining all the benefits arising therefrom. If EST does
not proceed jointly with Licenses,  EST will cooperate with TTGL and permit TTGL
to proceed in EST's name, at TTGL's own cost and for TTGL's  benefits;  and TTGL
will hold EST harmless from and pay all costs  connected  with said  proceeding.
EST will not proceed on its own unless TTGL advises EST in writing that TTGL has
decided not to take any action in the matter.  In such case,  EST may proceed as
it sees fit, bearing all costs incidental thereto and retaining all the benefits
arising therefrom.

9.       CONFIDENTIALITY.

     9.1  TTGL  hereto   acknowledges  and  agrees  that  all  information  (the
"Confidential   Information")  concerning  the  BTR  System  and  modifications,
improvements and adaptations thereto not resulting from Development Projects for
TTGL, is highly  confidential and that EST will suffer irreparable damage if the
Confidential  Information is disclosed to third  parties.  TTGL will protect the
Confidential Information with equal caution as if it were its own.

     9.2  EST  hereto   acknowledges   and  agrees  that  all  information  (the
"Confidential   Information")   concerning   modifications,   improvements   and
adaptations  to the BTR System  resulting  from  Development  Projects for TTGL,
Development Programs, Applications, Manuals, Project Term Sheets and Application
Term Sheets is highly  confidential and that TTGL will suffer irreparable damage
if the Confidential  Information is disclosed to third parties. EST will protect
the Confidential Information with equal caution as if it were its own.

     9.3 The parties shall not use the Confidential Information for any purpose,
other than for the purposes contemplated under the Agreements identified herein,
and,  unless  specifically  authorized to do so under the Agreements  identified
herein,  neither party shall  disclose,  provide,  or make  available any of the
Confidential  Information  in any  form  to any  person,  except  to  employees,
consultants,  marketing  and sales  agents,  or other  persons  whose  access is
necessary to enable the party to fulfill its  obligations  under the  Agreements
identified herein.



<PAGE>


     9.4 Notwithstanding  anything herein to the contrary,  a party shall not be
deemed to have  breached  this  Section  if the said  party  can prove  that the
Confidential  Information  at issue is information  which,  (i) is in the public
domain or becomes  publicly  available  through no act or failure to act of said
party,  (ii) was or is  rightfully  acquired  by said  party,  or (iii)  becomes
independently   available  to  said  party  without  breach  of  any  Agreements
identified  herein  by  said  party  and  otherwise  not  in  violation  of  the
non-breaching party's rights under any other Agreement.

     10. NON-SOLICITATION & NON-COMPETITION.  During the License Term, EST shall
not, except with the prior written  approval of TTGL in each instance,  directly
or indirectly,  (i) hire,  solicit,  or encourage to leave the employ of TTGL or
any affiliate entity, any person employed by TTGL or any affiliated entity; (ii)
participate in the solicitation of any business of any type presently  conducted
or which may from time to time be  conducted  by TTGL or any  affiliated  entity
from any  person  or  entity  which  was,  or which  from time to time may be, a
customer  of TTGL or any  affiliated  entity;  (iii) be engaged  or  interested,
directly or indirectly,  as an officer,  director,  stockholders (excepting less
than one (1%) percent interest in a publicly traded company), employee, partner,
individual  proprietor,  investor  or  consultant,  or in any  other  manner  or
capacity whatsoever, in any business that involves the production,  distribution
or marketing of products or services competitive with any Application as defined
in the L & D Agreement,  currently, or which from time to time may be, produced,
distributed or marketed by TTGL or any affiliated  entity, in any place in which
TTGL or any  affiliated  entity  conducts  such a business.  If any provision of
Section would be held to be unenforceable because of the scope, duration or area
of its applicability,  the court making such determination  shall have the power
to, and shall,  modify such  scope,  duration  or area,  or all of them,  to the
minimum extent necessary to make such modified form.

     11. ENFORCEMENT OF  CONFIDENTIALITY,  NON-SOLICITATION  AND NON-COMPETITION
AGREEMENTS.  EST  hereby  acknowledges  that the TTGL will not have an  adequate
remedy at law in the event of any breach by her of any provision of Section 9 or
10 of this Agreement and that TTGL will suffer  irreparable damage and injury as
a result  of any such  breach.  Accordingly,  in the  event of EST's  breach  or
threatened  breach of any  provision of Section 9 or 10 of this  Agreement,  EST
hereby consents to the granting of a temporary  restraining  order,  preliminary
injunction  and/or  permanent  injunction  against it or any court of  competent
jurisdiction  prohibiting  EST from  committing or continuing any such breach or
threatened breach.

12.      MISCELLANEOUS.

     12.1 NOTICES.  All notices  which are required or may be given  pursuant to
the terms of this  Agreement  shall be in writing and shall be deemed duly given
when  delivered  to the  respective  offices  of TTGL  and EST at the  addresses
specified in this Agreement,  unless notified  otherwise of an address change in
writing at least thirty (30) days in advance.



<PAGE>


     12.2  HEADINGS.  Headings of this  Agreement are for  convenience  only and
shall not affect the interpretation of the terms of this Agreement.

     12.3 WAIVER.  If either  party should waive any breach of any  provision of
this  Agreement,  it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision hereof.

     12.4 SEVERABILITY.  It is the intent of the parties that in case any one or
more of the provisions  contained in this Agreement  shall be held to be invalid
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal, or unenforceable  provision had
never been contained herein.

     12.5 This  Agreement  shall be binding upon and inure to the benefit of EST
and its successors and assigns,  including without  limitation,  any corporation
which may acquire all or substantially  all of EST's assets and business or with
or into which EST may be consolidated or merged.

     12.6 This Agreement  shall be binding upon and inure to the benefit of TTGL
and its successors and assigns,  including without  limitation,  any corporation
which may acquire all or substantially all of TTGL's assets and business or with
or into which TTGL may be consolidated or merged.

     12.7  GOVERNING  LAW.  This  agreement  will be governed by the laws of the
State of New Jersey, U.S.A.

IN WITNESS WHEREOF, by their signature below, the parties hereto hereby agree to
the foregoing terms and conditions.


"EST"                                                "TTGL"

By:_____________________                             By:_____________________
Name:___________________                             Name:___________________
Title:__________________                             Title:__________________



<PAGE>


                                   SCHEDULE I
--------------------------------------------------------------------------------

A. FINANCIAL  INFORMATION:  Target Applications for automated translation in the
financial arena may include, but are not limited to:


-    company annual reports                  -    financial statements.
-    quarterly reports                       -    company research reports
-    news releases                           -    credit reports
-    proxies                                 -    business section of newspapers
-    initial public offerings/secondary      -    tv/cable financial news
-    accounting standards                    -    financial public relations

--------------------------------------------------------------------------------

B. MEDICAL/PHARMACEUTICAL:  Target Applications for automated translation in the
medical arena may include, but are not limited to:


-    medical device product labels
-    drug "product inserts"
-    technical paper abstracts
-    Material Safety Data Sheet (MSDS) for pharmaceutical raw materials
-    government regulations/rulings/news
-    precis of medical trade press/journals/news
-    financial application products

--------------------------------------------------------------------------------

C.  ENVIRONMENTAL:   Target  Applications  for  automated   translation  in  the
environmental arena may include, but are not limited to:


-    Material Safety Data Sheets (MSDS) and their international equivalents
-    International  government  regulations  and news concerning air, water,
     biological   and  solid   pollutants,   inclining   levels,   disposal,
     transportation, remediation, etc.
-    Certificates of Analysis or analogies documents reflecting instrumental
     analyses of compounds or molecules
-    Bills of Lading for shipments
-    Standard  Operation   Procedures  for  manufacturers,   processing  and
     handling   chemicals  and  other  compounds  covered  by  environmental
     regulations



<PAGE>


--------------------------------------------------------------------------------

D. SOFTWARE GENERAL,  SOFTWARE SPECIAL USE, SOFTWARE ERP AND TELECOMMUNICATIONS:
Target  Applications  for automated  translation in the  information  technology
arena may include, but are not limited to:

-    General Information Technology Application
-    Translation of general software, e.g. operating systems
-    Specified software, e.g. CAD/CAM software
-    Enterprise Reservice Planning ("ERP") software, e.g.
     manufacturing, accounting, supply chain management
-    Telecommunications hardware and software including  technical/operating
     manuals and applicable software
-    All above applications include translation of software itself, software
     manuals, software "help," and software documentation

--------------------------------------------------------------------------------


<PAGE>


                                    EXHIBIT A
                                    ---------

                            Description of BTR System



<PAGE>


                                    EXHIBIT B
                                    ---------

INITIAL  APPLICATION  TERM SHEET FOR THE  IDENTIFIED  APPLICATION  OF  FINANCIAL
INFORMATION


                  Application #1
                  Topic:                        Financial Statement Translations
                  Code Name:

                  Target Specifications: System will automatically translate the
                  following with no human interaction:
                          Income Statement (P&L)
                          Balance Sheet
                          Cash Flow
                          Notes to Financial Statements
                          Bi-directional in the following languages:
                          English, French, German, Spanish, Portuguese, Italian.

                  Translation tune:
                           Choice of hardware platform,  software,  language and
                  compiling  protocols will allow  translation of each statement
                  in less than one minute and notes in less than 5 minutes.

                  System design will allow for human post editing/correction.



<PAGE>


                                    EXHIBIT C
                                    ---------

Initial  Project  Term  Sheet  for  the  Identified   Application  of  Financial
Information


                                   PROJECT #1

         Topic:            International    Accounting    standards    Committee
                           Published Accounting Standards

                  Tasks:            Input  250,000  words in English  which have
                                    already  been  translated  (and  aligned) in
                                    German and Spanish.

                                    Compare  new  60,000  standards  to above to
                                    determine word count leverage.

                                    Compare "publication"  reference to existing
                                    standards to determine word count leverage.



                                   PROJECT #2

         Topic:            Microsoft manuals

                  Tasks:            TTGL will  provide  2  million  to 5 million
                                    words each of  English  with  aligned  Dutch
                                    translations   of   Microsoft   manuals  and
                                    similar documents.

                                    1.  Determine  translation  leverage  on new
                                    Microsoft texts.



<PAGE>


                                    EXHIBIT D
                                    ---------

                  A copy of CompuMark/Thompson Limited License.



<PAGE>


                                    EXHIBIT E
                                    ---------


A copy of a  letter  from an  Authorized  Representative  of  CompuMark/Thompson
           reflecting the accuracy of the substance Section 5.6(iii)



<PAGE>


     AGREEMENT  ("Agreement"),   dated  as  of  __________,  1999,  between  The
Translation Group, Ltd., a corporation  organized under the laws of the State of
Delaware with an office at 30 Washington Avenue, Haddonfield, New Jersey, 08033,
(the "Company"), and Gurdun Magnusdottir.

         NOW, the Company and Gudrun agree as follows:

     1. Gudrun will be eligible for stock options to purchase  shares 100,000 of
The  Translation  Group,  Ltd. common stock at $[market price on day of closing]
per share.  These options will be subject to the  provisions of The  Translation
Group,  Ltd.  1995 Stock  Option Plan and the specific  terms of the  Individual
Grant; and will vest in Gudrun as follows:

         i. The first third (1/3) shall vest upon the  achievement of $5,000,000
in gross revenues received by the Company in any one (1) Royalty Year as defined
herein  arising from the  commercialization  of  Application(s)  pursuant to the
Licensing  and  Development  Agreement  by and among the  Company  and EST dated
__________, __, 1999 ("L & D Agreement").

         ii.  The  second  third  (1/3)  shall  vest  upon  the  achievement  of
$10,000,000  in gross  revenues  received  by the Company in any one (1) Royalty
Year as defined  herein  arising from the  commercialization  of  Application(s)
pursuant to the L & D Agreement.

         iii.  The  final  third  (1/3)  shall  vest  upon  the  achievement  of
$15,000,000  in gross  revenues  received  by the Company in any one (1) Royalty
Year as defined  herein  arising from the  commercialization  of  Application(s)
pursuant to the L & D Agreement.

         iv. For purposes of this Agreement,  Royalty Year shall commence on the
first day any Application  generates  revenue and end one day prior to the first
anniversary  of said  date.  By way of  example,  if the  Financial  Information
Application in the L & D Agreement  generated  revenues on October 16, 1999, the
Royalty  Year would be October 16, 1999 through  October 15, 2000.  In addition,
the Royalty Year would remain the same  throughout the term of this Agreement as
well as during the term of the Individual Grant of stock options.

     2. All  compensation  payable to Gudrun under this Agreement is stated in a
gross amount and will be subject to all applicable  withholding  taxes, or other
normal deductions, and any other amounts required by law to be withheld.

     3.   MISCELLANEOUS.

         (a) This  Agreement  sets forth the entire  understanding  between  the
parties as to the subject  matter hereof and  superseded  all prior  agreements,
arrangements  and  understandings,  written  or  oral,  between  them as to such
subject  matter.  There have been no promises,  statements,  representations  or
other inducements to this Agreement other than as set forth herein.


<PAGE>


         (b)  This  Agreement  may not be  amended,  nor may  any  provision  be
modified or waived, except by an instrument duly executed by both parties.

         (c) Either party's failure at any time to require performance of any of
the terms,  provisions or conditions  hereof shall not affect such party's right
thereafter  to enforce this  Agreement  or be deemed a waiver of any  succeeding
breach.

         (d) Paragraph  headings  contained in this Agreement have been inserted
for  convenience  or  reference  only,  are not to be  considered a part of this
Agreement and shall not affect the interpretation of any provision hereof.

         (e) This Agreement  shall be governed and construed in accordance  with
the laws of the  State of New  Jersey  applicable  to  contracts  made and to be
wholly performed within said State.

         (f) This  Agreement  shall be binding  upon and inure to the benefit of
the Company and its successors and assigns,  including without  limitation,  any
corporation  which may acquire all or substantially  all of the Company's assets
and business or with or into which the Company may be consolidated or merged.

         (g) If any  provision  of  this  Agreement  or the  application  of any
provision  to this  Agreement  is declared to be illegal,  invalid or  otherwise
unenforceable  by a court  of  competent  jurisdiction,  the  remainder  of this
Agreement  shall not be affected  except to the extent  necessary to delete such
illegal,  invalid or  unenforceable  provision,  unless such  declaration  shall
substantially impair the benefit of the remaining portions of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been executed by the Company and
Gudrun as of the date first written above.



                                        THE TRANSLATION GROUP, LTD.

                                        BY:________________________________
                                        Name:
                                        Title:


                                        BY:________________________________
                                        Name:
                                        Title: