Nuance SLSA, version November 16, 1998

[Graphic Omitted] NUANCE
                  COMMUNICATIONS

                     SOFTWARE LICENSE AND SUPPORT AGREEMENT

This agreement ("Agreement") is between Nuance Communications, a California
corporation with its principal place of business at 1380 Willow Road, Menlo
Park, CA 94025 ("Nuance") and __Intraco Systems__, a Nevada__ corporation with
its principal place of business at: 3998 FAU Blvd, Suite 210, Boca Raton, FL
33431 ("Customer"). The terms of this Agreement shall apply to each Software
license granted and to all services provided by Nuance under this Agreement.
When completed and executed by both parties, an Order Form shall evidence the
Software licenses granted and the services that are to be provided.

I.       DEFINITIONS

1.1      "CAPACITY" shall mean the number of Recognition Units and number of
         Speech Channels specifically licensed to Customer pursuant to an
         executed Order Form.

1.2      "COMMENCEMENT DATE" shall mean the date on which the Software is
         shipped by Nuance to Customer, or, if no delivery is necessary, the
         Effective Date of the relevant Order Form.

1.3      "DOCUMENTATION" shall mean user documentation for use of and provided
         with the Software.

1.4      "GRAMMAR MAINTENANCE" shall mean updates to any applicable grammar
         which are periodically shipped to subscribing customers.

1.5      "INTEGRATED SYSTEM(S)" shall mean the computer/operating system/IVR
         combination(s) or other supported processor designated on the
         applicable Order Form. Unless otherwise specified on the Order Form,
         each copy of the Software may be installed on one (1) computer.

1.6      "LOCATION(S)" shall mean the Customer location(s) specified on the
         applicable Order Form.

1.7      "ORDER FORM" shall mean the document by which Customer orders Software
         licenses, Capacity and services from Nuance, a form of which is
         attached hereto as Schedule D.

1.8      "RECOGNITION UNIT" shall mean the amount of recognition power required
         to understand a continuous stream of digits in real time with a 1%
         digit error rate, as represented by the Nuance RU benchmark, a test set
         consisting of 100 8-digit utterances.

1.9      "SOFTWARE" shall mean the software programs, in object code form only,
         delivered by Nuance to Customer and licensed pursuant to an executed
         Order Form. Software shall include computer programs owned or
         distributed by Nuance, data files, Documentation, and Updates.

1.10     "SPEECH CHANNEL" shall mean a single port that is enabled for speech
         recognition.

1.11     "SUPPORTED SOFTWARE LICENSE(S)" shall mean any Software licenses for
         which Customer has purchased Technical Support for the relevant time
         period.

1.12     "TECHNICAL SUPPORT" shall mean Software support provided under Nuance's
         technical support policies in effect at the time the services are
         ordered.

1.13     "UPDATE(S)" shall mean any bug fixes, patches, modifications, and
         enhancements to the Software as may be generally made available for
         Supported Software Licenses at no additional charge, other than media
         and handling charges. Updates shall not include any releases, options
         or future products which Nuance licenses separately.

II.      SOFTWARE LICENSE

2.1      RIGHTS GRANTED

         A.       Subject to any additional restrictions in the Order Form, the
                  terms of which are incorporated herein by this reference,
                  Nuance grants to Customer and Customer accepts a
                  non-exclusive, non-transferable license as follows:

                  i.       to use the Software solely for Customer's own
                           business operations; solely on the Integrated System
                           or on a backup system; solely at the Location(s); and
                           solely for the Capacity or other limitation (if any
                           limitation applies) ordered pursuant to an executed
                           Order Form. Customer shall not have the right to
                           manufacture, sell, or otherwise commercially exploit,
                           except in support of Customer's own business
                           operations, any product, system, or service based in
                           whole or in part on the Software. Customer agrees it
                           will not sublicense, transfer, pledge, lease, rent,
                           or share its rights under this Agreement.

                  ii.      to use the Documentation provided with the Software
                           in support of Customer's authorized use of the
                           Software;

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                                          Nuance SLSA, version November 16, 1998

                  iii.     to copy the Software for archival or backup purposes;
                           no other copies shall be made without Nuance's prior
                           written consent. Customer may use the Software on a
                           single backup Integrated System if the production
                           Integrated System for which they were acquired is
                           rendered inoperable. Under no circumstances shall
                           Customer use the Software on the production
                           Integrated System and the backup Integrated System
                           simultaneously. Customer agrees not to alter, change,
                           or remove from the Software any identifications,
                           including copyright and trademark notices, and
                           further agrees to place such markings on any copies
                           of the Software. All archival and backup copies of
                           the Software are subject to the terms of this
                           Agreement.

                  Customer shall not copy or use the Software (including the
                  Documentation) except as otherwise specified in this
                  Agreement.

         B.       Nuance shall retain all right, title and interest in the
                  Software, including patent, copyright, trade secret, and
                  trademark rights. Except as otherwise expressly stated in this
                  Agreement, Customer does not acquire any rights, express or
                  implied, in the Software.

         C.       Customer shall not cause or permit the reverse engineering,
                  decompilation, disassembly or other translation of the
                  Software.

         D.       Upon Nuance's prior written consent, Customer may transfer the
                  license to another Integrated System within its organization.
                  Such transfer shall be subject to Nuance's transfer fees and
                  policies in effect at the time of the transfer.

         E.       Customer shall have the right to allow its third party agents,
                  suppliers, and customers to use the Software for Customer's
                  business purposes, provided Customer ensures such use is in
                  accordance with the terms of this Agreement.

2.2      ACCEPTANCE. Customer shall be deemed to have accepted the Software on
         the Commencement Date. If Customer is granted a right to copy the
         Software, all copies shall be deemed accepted upon acceptance of the
         master copy.

2.3      ASSIGNMENT. Customer may not assign this Agreement or an Software
         licenses to a third party without Nuance's prior written consent.

2.4      AUDIT. On Nuance's written request, nor more frequently than annually,
         Customer shall provide to Nuance a signed certification (a) verifying
         the Software is being used in accordance with the terms of this
         Agreement, including any Capacity or other use limitations; and (b)
         listing the locations and type(s) of the Integrated System(s) on which
         the Software is run.

         Nuance may, at Nuance's expense and not more than once annually, audit
         Customer's use of the Software. Any such audit shall be conducted
         during business hours and shall not unreasonably interfere with
         Customer's business activities. If such an audit reveals that Customer
         has underpaid fees to Nuance, Customer shall be invoiced for the
         underpaid fees based upon Nuance's commercial price list in effect at
         the time of the audit.

III.     TECHNICAL SUPPORT SERVICES

         Technical Support services and Grammar Maintenance services ordered by
         Customer will be provided under Nuance's Technical Support and Grammar
         Maintenance policies, as applicable, in effect on the date Technical
         Support or Grammar Maintenance is ordered. Such services shall be
         charged for at the fees stated on the applicable Order Form. For any
         on-site services requested by Customer, Customer shall reimburse Nuance
         for actual, reasonable travel and out-of-pocket expenses incurred.

IV.      PROFESSIONAL SERVICES

         Additional development and other services, including grammar and dialog
         design, assistance with trials and "tuning" of the Software
         (collectively, "Professional Services"), may be obtained from Nuance
         pursuant to an executed Order Form and associated Statement of Work (a
         form of which is attached hereto as Exhibit A). Nuance will perform the
         Professional Services as described in the SOW. The fees for such
         Professional Services shall be as specified in such Order Form and
         Statement of Work.

         All documents, deliverables and other materials generated by Nuance
         pursuant to providing Professional Services shall be the exclusive
         property of Nuance, unless otherwise specified in the applicable SOW.
         Customer shall have a perpetual, non-exclusive worldwide license to use
         such documents, deliverables and other materials solely in conjunction
         with the Software or other Nuance technology. Customer understands that
         Nuance is in the business of providing various services drawing upon
         the knowledge, understanding and expertise Nuance has gained in the
         course of working with many individual clients, both similar and
         different from Customer, and including Customer. Notwithstanding
         anything in this Agreement to the contrary, nothing in this Agreement
         shall be deemed to assign rights to or limit Nuance's use of any
         know-how or knowledge that is not the Confidential Information of
         Customer and that Nuance had prior to entering this Agreement or that
         Nuance obtains during its performance under this Agreement.

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                                          Nuance SLSA, version November 16, 1998

V.       TERM AND TERMINATION

5.1      TERM. If not otherwise specified on the Order Form, this Agreement and
         each Software license granted hereunder shall remain in effect in
         perpetuity, unless otherwise terminated as set forth below.

5.2      TERMINATION BY CUSTOMER. Customer may terminate any Software license at
         any time upon written notice to Nuance.

5.3      TERMINATION BY NUANCE. Nuance may terminate this Agreement or any
         Software license or service upon written notice if Customer breaches
         this Agreement or the terms of any Order Form and fails to correct such
         breach within thirty (30) days of written notice specifying the breach.

5.4      EFFECT OF TERMINATION. Termination of this Agreement or any Software
         license by either party shall not limit either party from pursuing any
         other remedies available to it, including injunctive relief, nor shall
         such termination release Customer from any obligation to pay all fees
         that have accrued or that Customer has agreed to pay under any Order
         Form under this Agreement up to the date of termination. The parties'
         rights and obligations under Sections 2.1.B, 2.1.C, 2.3, and Articles
         V, VI, VII, VIII, and IX shall survive termination of this Agreement.

         If a license granted under this Agreement expires or otherwise
         terminates, Customer shall (a) cease using the applicable Software, and
         (b) certify to Nuance within thirty (30) days of expiration or
         termination that Customer has destroyed or returned to Nuance the
         Software and all copies thereof remaining in Customer's possession.
         This requirement applies to copies in all forms, partial and complete,
         in all types of media and computer memory, and whether or not modified
         or merged into other materials.

VI.      WARRANTIES AND LIMITATION OF LIABILITY

6.1      WARRANTIES AND DISCLAIMERS

         A.       Software License. Nuance warrants that for a period of ninety
                  (90) days from the Commencement Date each unmodified copy of
                  the Software will perform the functions described in the
                  Documentation. Nuance does not warrant that the Software will
                  meet Customer's requirements, that the Software will operate
                  in the combinations which Customer may select for use, that
                  the operation of the Software will be uninterrupted or
                  error-free, or that all Software errors will be corrected.

         B.       Media. Nuance warrants the tapes, diskettes, or other media to
                  be free of defects in materials and workmanship under normal
                  use for ninety (90) days from the Commencement Date.

         C.       Professional Services. Nuance warrants that its Technical
                  Support services will be performed consistent with generally
                  accepted industry standards. This warranty shall be valid for
                  ninety (90) days from performance of service.

         D.       LIMITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1
                  ("WARRANTIES AND DISCLAIMERS") ABOVE, THE SOFTWARE IS PROVIDED
                  STRICTLY "AS IS," AND NUANCE MAKES NO ADDITIONAL WARRANTIES,
                  EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF
                  TRADE, OR STATUTORY, AS TO THE SOFTWARE OR ANY MATTER
                  WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF
                  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
                  NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. THIS IS A LIMITED
                  WARRANTY AND IS THE ONLY WARRANTY MADE BY NUANCE. IF
                  PRE-PRODUCTION (OR "ALPHA" OR "BETA") RELEASES OF SOFTWARE ARE
                  PROVIDED TO CUSTOMER, SUCH COPIES ARE PROVIDED "AS-IS" WITHOUT
                  WARRANTY OF ANY KIND.

6.2      EXCLUSIVE REMEDIES. For any breach of the warranties contained in
         Section 6.1 above, Customer's exclusive remedy, and Nuance's entire
         liability, shall be:

         A.       For Software. The correction of Software errors that cause
                  breach of the warranty, or if Nuance is unable to make the
                  Software work as warranted, Customer shall be entitled to
                  terminate the Software license and recover the fees paid
                  therefor.

         B.       For Media. The replacement of defective media returned to
                  Nuance within ninety (90) days of the Commencement Date.

         C.       For Professional Services. The re-performance of Professional
                  Services, or if Nuance is unable to perform the services as
                  warranted, Customer shall be entitled to recover the fees paid
                  therefor.

6.3      LIMITATION OF LIABILITY. In no event shall either party be liable to
         the other for any special, indirect, incidental, or consequential
         damages, or damages for loss of profits, savings, revenue, use, damaged
         files or data, or business interruption, incurred by either party or
         any third party, which may arise in connection with this Agreement or
         the use and support of the Software, regardless of whether such claims
         are based or remedies are sought in contract or tort, even if the other
         party has been advised of the possibility of such damages. In no event
         shall Nuance be liable for any damages based upon the recognition
         accuracy of the Nuance software or for the cost of procurement of
         substitute goods. Under no circumstances

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         shall Nuance's liability exceed the amount of fees paid by Customer
         under this Agreement.

VII.     INDEMNITY

7.1      NUANCE INDEMNITY. Nuance will defend and indemnify Customer against a
         claim that Software furnished and used within the scope of this
         Agreement directly infringes a United States patent, copyright, or
         trademark, provided that: (a) Customer notifies Nuance of such claim in
         writing within thirty (30) days of the claim; (b) at Nuance's expense,
         Nuance has sole control of the defense and all related settlement
         negotiations; and (c) Customer provides Nuance with the reasonable
         assistance, information, and authority necessary to perform Nuance's
         obligations under this Article. Nuance shall have no liability for any
         claim of infringement based on: (i) use of a superseded or altered
         release of the Software (if the infringement would have been avoided by
         the use of a current or unaltered release of the Software); (ii) use of
         the Software in combination with other hardware or software not
         provided by Nuance (but only to the extent that the Software alone
         would not have infringed); (iii) a Customer or third party application;
         (iv) Professional Services in compliance with Customer's design
         requirements or specifications; or (v) use of the Software other than
         as permitted under this Agreement or in a manner for which it was not
         intended.

         In the event the Software is held or is believed by Nuance to infringe,
         Nuance shall have the option, at its expense, to: (a) modify the
         Software to be non-infringing; (b) procure for Customer a license to
         continue using the Software; (c) replace the Software with computer
         software of equal or superior functional capability; or, if it is not
         commercially reasonable for Nuance to perform (a), (b) or (c), then,
         (d) terminate the license for the infringing Software and refund the
         license fees paid for that Software, prorated over a straight-line
         three year method. This Article VI states Nuance's entire liability and
         Customer's exclusive remedy for infringement.

7.2      CUSTOMER INDEMNITY. Except with respect to Nuance's indemnity as
         described in this Section 7, Customer agrees to indemnify, defend and
         hold harmless Nuance, its shareholders, directors, officers, employees,
         agents and affiliated companies from and against any losses, costs, or
         damages (including reasonable attorneys' fees) resulting from any
         claims by third parties in connection with the use of the Integrated
         Systems by Customer and Customer's direct and indirect customers,
         provided that Nuance gives Customer prompt written notice of any such
         claim, tenders to Customer the defense or settlement of any such claim
         at Customer's expense, and cooperates with Customer, at Customer's
         expense, in defending or settling such claim.

VIII.    PAYMENT OF FEES

         All fees hereunder shall be due and payable net thirty (30) days of the
         date of invoice in the lawful money of the United States of America.
         All Technical Support fees shall be payable annually in advance, net
         thirty (30) days from the date of invoice. Any amounts payable by
         Customer hereunder which remain unpaid after the due date shall be
         subject to late penalty fees equal to 1.5% per month from the due date
         until such amount is paid. Customer agrees to pay applicable media and
         shipping charges.

         Fees hereunder do not include local, state, or federal sales, use,
         property, value-added, or other taxes based on the licenses and
         services provided under this Agreement or Customer's use thereof.
         Customer agrees to pay all such taxes as may be imposed upon Nuance or
         Customer. Customer shall be invoiced for such taxes if Nuance is
         required to pay them on Customer's behalf. This provision shall not
         apply to taxes based on Nuance's income.

IX.      OTHER

9.1      CONFIDENTIAL INFORMATION. By virtue of this Agreement, the parties may
         have access to information that is confidential to one another
         ("Confidential Information"). Confidential Information shall be limited
         to the Software, Documentation, the terms and pricing under this
         Agreement, and all information clearly identified as confidential.

         A party's Confidential Information shall not include information that:
         (a) is or becomes a part of the public domain through no act or
         omission of the other party; (b) was in the other party's lawful
         possession prior to the disclosure and had not been obtained by the
         other party either directly or indirectly from the disclosing party;
         (c) is lawfully disclosed to the other party by a third party without
         restriction on disclosure; or (d) is independently developed by the
         other party. Customer shall not disclose the results of any benchmark
         tests of the Software to any third party without Nuance's prior written
         approval.

         The parties agree to hold each other's Confidential Information in
         confidence during the term of this Agreement and for a period of two
         years after the termination of this Agreement. The parties agree that,
         unless required by law, they will not make each other's Confidential
         Information available in any form to any third party, including
         customers or customer prospects, or use each other's Confidential
         Information for any purpose other than the implementation of this
         Agreement. Each party agrees to take all reasonable steps to ensure
         that Confidential Information is not disclosed or distributed by its
         employees or agents in violation of the terms of this

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         Agreement. Nothing in this Agreement shall be construed as permitting
         Customer the right to use the Nuance name in conjunction with any
         product or service offered by Customer.

9.2      IN-SERVICE DATA. In-Service Data is necessary to ensure optimal
         performance and accuracy of the Software for a given application.
         Normal uses of In-Service Data include determining dialog "hot spots,"
         tuning the system parameters (rejection point, beam width, etc.)
         grammar tuning, training acoustic models and measuring accuracy. Nuance
         shall have full access and rights to all In-Service Data generated
         through the use of each Integrated System in which Software is
         installed. Customer acknowledges that the primary use of such
         In-Service Data shall be to improve the performance of the Software for
         the Customer and its end users, but that such In-Service Data may also
         be used to train, refine, supplement or test the Nuance speech
         recognition and natural language understanding software, models and
         algorithms, and that the resulting improvements to the software, models
         and algorithms may be used for the benefit of all users of Nuance
         software. Nuance shall have no rights to the content of any In-Service
         Data which includes any Confidential Information of Customer or its end
         users.

9.3      EXPORT. Customer agrees to comply fully with all relevant export laws
         and regulations of the United States ("Export Laws") to assure that the
         Software is not (a) exported, directly or indirectly, in violation of
         Export Laws; or (b) intended to be used for any purposes prohibited by
         the Export Laws, including, without limitation, nuclear, chemical, or
         biological weapons proliferation.

9.4      NOTICE. All notices under this Agreement, including notices of address
         change, shall be in writing and shall be deemed to have been given when
         sent by registered mail, return receipt requested, to the first address
         listed in the relevant Order Form (if to Customer) or to the nuance
         address on the Order Form (if to Nuance).

9.5      LEGAL EXPENSES. In the event legal action is taken by either party to
         enforce this Agreement or any Order Form, all costs and expenses,
         including reasonable attorney's fees incurred by the prevailing party,
         shall be paid by the other party.

9.6      SEVERABILITY. If any provision of this Agreement is held by a court of
         competent jurisdiction to be illegal, unenforceable, or in conflict
         with any law of a federal, state, or local government, the validity of
         the remaining portions or provisions shall remain in full force and
         effect.

9.7      GOVERNING LAW. This Agreement shall be construed and enforced according
         to the laws of the State of California, without respect to its conflict
         of law principles.

9.8      RELATIONSHIP OF THE PARTIES. The relationship of the parties is that of
         independent contractors. No one party is the agent of the other and
         neither party is authorized to act on behalf of the other party.

9.9      WAIVER. The waiver by either party of any default or breach of this
         Agreement shall not constitute a waiver of any other or subsequent
         default or breach. Except for actions for nonpayment or breach of
         Nuance's proprietary rights in the Software, no action, regardless of
         form, arising out of this Agreement may be brought by either party more
         than one year after the cause of action has accrued.

9.11     U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with
         restricted rights. Use, duplication, or disclosure by the U.S.
         Government is subject to restrictions as set forth in subparagraph
         (c)(1)(ii) of the Rights in Technical Data and Computer Software clause
         at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the
         Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19,
         as applicable. Contractor/manufacturer is Nuance Communications, 1380
         Willow Road, Menlo Park, CA 94025.

9.12     ENTIRE AGREEMENT. This Agreement contains all the agreements,
         representations, and understandings of the parties hereto and
         supersedes any previous understandings, commitments, or agreements,
         oral or written, with respect to the subject matter of this
         Agreement. It is expressly agreed that all terms of any Customer
         purchase order or other ordering document shall be superseded by the
         terms of this Agreement. This Agreement may not be modified or amended
         except in a writing signed by a duly authorized representative of each
         party; no other act, usage, or customer shall be deemed to amend or
         modify this Agreement.

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The Effective Date of this Agreement shall be     April 24, 2000
                                             -----              ----------------

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

NUANCE COMMUNICATIONS                    INTRACO:
                                                 -------------------------------

Authorized Signature: /s/ PAUL SCOTT     Authorized Signature: /s/ TONY NAWROCKI
                     ----------------                         ------------------

Name: Paul Scott                         Name: Tony Nawrocki
     --------------------------------

Title: Sr. V.P. Sales                    Title: Voice ASP Business Unit Manager
      -------------------------------

Area Manager:    Kathy Patrick
             ------------------------

Agreement No.
             ------------------------

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                                          Nuance SLSA, version November 16, 1998

                                   ORDER FORM

Reference P.O. No.____________________        Agreement No. ____________________
End-User______________________________        Nuance Area Manager_______________
Order No._____________________________        Partner Manager___________________
Industry Code_________________________

This Order is placed by "Enter Customer Name here" under the Agreement dated
__________. The Agreement is incorporated by reference as though set forth in
full herein. The effective date of this Order shall be _____________________.

1.   SOFTWARE

--------------------------------------------------------------------------------
   PART  PRODUCT            DESCRIPTION              QTY/UNIT OF   PRICE    NET
  NUMBER                                               MEASURE     EACH    PRICE

                "Replace w/License Description from                $0.00   $0.00
                Parts List"

                Run-time license for Nuance
                Recognition Unit.
                "Replace w/License Description for

                Speech Channels"                                   $0.00   $0.00


                Run-time license for Nuance Client.
                CA SALES TAX - 8.25%                                       $0.00

                TOTAL SOFTWARE LICENSE FEES                                $0.00
                                                                           -----
--------------------------------------------------------------------------------


1A.  LIMITED USE LICENSES (IF APPLICABLE) DEFINE AUTHORIZED PORTS AND/OR
     GRAMMARS (Delete if not applicable)

--------------------------------------------------------------------------------
POST/GRAM                             DESCRIPTION
MAR.
--------------------------------------------------------------------------------

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

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

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2.   TECHNICAL SUPPORT SERVICES AND GRAMMAR UPDATE SERVICE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>     <C>       <C>                                    <C>         <C>       <C>
  PART  PRODUCT    DESCRIPTION                           QTY/UNIT OF  PRICE     NET
 NUMBER                                                    MEASURE    EACH     PRICE

                   "Replace w/Support Description"                    $0.00    $0.00

                   Support for all licensed
                   Recognition Units in use must
                   be purchased for Nuance to provide
                   this service.

                   "Replace w/ Support Description"                   $0.00    $0.00

                   Support for all copies of runtime
                   client software in use must be
                   purchased for Nuance to provide
                   this service.

                   TOTAL ANNUAL SUPPORT FEES                                   $0.00
------------------------------------------------------------------------------------

3.  PROFESSIONAL SERVICES/TRADING

-------------------------------------------------------------------------------------
<S>     <C>       <C>                                    <C>         <C>       <C>
  PART     PRODUCT            DESCRIPTION            QTY/UNIT OF   PRICE        NET
 NUMBER                                                MEASURE     EACH        PRICE

                   "Include brief description of                    $0.00       $0.00
                   Professional Services work"

                   SOW must accompany this order
                   form for Professional Services.                  $0.00       $0.00

                   Developer Training                               $0.00       $0.00

                   "Include name of person attending
                   course and define course dates."                 $0.00       $0.00

                   TOTAL SERVICES FEES                                          $0.00
-------------------------------------------------------------------------------------
</TABLE>

4.   LOCATION FOR SOFTWARE INSTALLATION

                               CONTACT INFORMATION


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                                   ORDER FORM

REFERENCE P.O. NO._________________________         AGREEMENT NO._______________
END-USER          INTRACO                     NUANCE AREA MANAGER  KATHY PATRICK
ORDER NO.__________________________________   PARTNER MANAGER___________________
                                              INDUSTRY CODE_____________________

This Order is placed by Intraco under the Agreement dated APRIL 24, 2000. The
Agreement is incorporated by reference as though set forth in full herein. The
effective date of the Order shall be June 20, 2000.

1.   SOFTWARE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
<S>        <C>               <C>                         <C>             <C>       <C>
 PART      PRODUCT            DESCRIPTION                 QTY/UNIT OF     PRICE      NET
NUMBER                                                      MEASURE        EACH     PRICE

110001    Deployment Speech channel run-time license for        23      $150.00   $3450.00
          License    Nuance base engine.  NA English,
                     version 7.0.1

                     Run-time license for Nuance               3.5     $3000.00  $10500.00
                     Recognition Unit.  NA English,
                     version 7.0.1

                     Run-time license for Nuance Client.
                     FL SALES TAX - 6.75%                                          $941.63

                     TOTAL SOFTWARE LICENSE FEES                                 $14891.63
                                                                                 ---------
------------------------------------------------------------------------------------------

2.   TECHNICAL SUPPORT SERVICES AND GRAMMAR UPDATE SERVICE

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

 PART      PRODUCT               DESCRIPTION               QTY/UNIT OF   PRICE     NET
NUMBER                                                       MEASURE      EACH    PRICE

210001    Basic Tech    Support for Speech Channel             23        $23.00   $529.00
          Support
200002

          Basic Tech    Support for NA English version 7      3.5       $450.00     $1575
          Support       run-time license RecServer

                        Support for all licensed
                        Recognition Units in use must be
                        purchased for Nuance to provide
                        this service.

                        Support for all copies of runtime
                        client software in use must be
                        purchased for Nuance to provide
                        this service.

                        TOTAL ANNUAL SUPPORT FEES                                $2104.00
------------------------------------------------------------------------------------------
</TABLE>

3.

Nuance Communications Confidential
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                                          Nuance SLSA, version November 16, 1998

                                    EXHIBIT A
                              PROFESSIONAL SERVICES
                                STATEMENT OF WORK

CUSTOMER NAME:_______________________         START DATE:_______________________
PURCHASE ORDER #_____________________         PREPARED BY:______________________
AGREEMENT #__________________________

BY EXECUTING THIS STATEMENT OF WORK THE UNDERSIGNED PARTIES ACKNOWLEDGE AND
AGREE THAT THE TERMS AND CONDITIONS OF THE AGREEMENT REFERENCED ABOVE SHALL
GOVERN THE SERVICES PERFORMED HEREUNDER.

================================================================================
                      DESCRIPTION OF PROFESSIONAL SERVICES

1.  Description of work to be performed (scope of work):

2.  Milestones or schedules:

3.  Fees: Services: $_______ Training: $______  Other: $_______ Total: $________

4.  Special Terms:

================================================================================
                           ACCEPTED AND AGREED TO BY:

NUANCE COMMUNICATIONS                       CUSTOMER NAME:

Signature:________________________          Signature:__________________________
Name:_____________________________          Name:_______________________________
Date:_____________________________          Date:_______________________________

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                                       7

                                  Confidential

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