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                                                                    EXHIBIT 10.1

                             CONSULTING AGREEMENT


          This CONSULTING AGREEMENT (this "Agreement"), effective as of the
17/th/ day of December, 1996 (the "Effective Date"), by and between WinStar
Telecommunications, Inc., a Delaware corporation, having a principal place of
business at 7799 Leesburg Pike, Falls Church, VA 22043 (hereinafter "Client"),
and Template Software, Inc., a Virginia Corporation having a principal place of
business at 45365 Vintage Park Plaza, Dulles, VA 20166 (hereinafter
"Consultant").

                                   Article 1

                             TERM AND TERMINATION

          1.1 Term.   This Agreement will become effective on the Effective Date
and will continue in effect through the successful completion of the Services
(as defined in Section 3.1 herein) unless this Agreement is terminated earlier
or extended in accordance with its provisions or by any written agreement of the
parties.

          1.2 Termination for Cause.   In the event of a material breach of this
Agreement by either party, the non-breaching party (reserving cumulatively all
other rights and remedies at law or in equity unless expressly stated herein)
may terminate this Agreement at any time if, after thirty (30) days' prior
written notice, the breaching party fails to correct a material breach of this
Agreement.  Notwithstanding the foregoing, Consultant only may terminate this
Agreement in accordance with this Section 1.2 in the event that (i) Client fails
to pay Consultant undisputed amounts under this Agreement for ninety (90) days
from the date such payments are due and owing; or (ii) Client willfully and
intentionally copies or disseminates the Licensed Product(s) (as Licensed
Product(s) is defined in the License Agreement between the parties dated
February 28, 1997) such that Client knowingly infringes Consultant's copyright,
patent, trade mark or service mark with respect to such Licensed Product(s)
Each party agrees to continue performing its obligations under this Agreement
while any dispute is being resolved except to the extent the issue in dispute
precludes performance (dispute over payment shall not be deemed to preclude
performance).  In the event that Client terminates the License Agreement in
accordance with the terms thereof, then it immediately may terminate this
Agreement without affording Consultant an opportunity to cure.
 
          1.3 Termination for Convenience.   Client may, at its sole option,
terminate this Agreement, or any portion thereof, for convenience and without
cause upon thirty (30) days' advance written notice, without penalty. Upon
receipt of such notice, Consultant shall advise Client of the extent to which
Services have been completed through such date, and collect and deliver to
Client whatever work product then exists in the manner requested by Client.
Consultant shall be paid for all work actually performed through the date of
termination. In the event that a purported termination for cause by Client under
Section 1.2 above is determined by a competent authority not to be properly a
termination for cause, then such termination by Client shall be deemed to be a
termination for convenience as described under this Section 1.3.

          1.4 No Further Obligation.   Notwithstanding anything to the contrary
in this Agreement, Consultant shall not be obligated to perform Services beyond
December 31, 1997.  If, however, the parties mutually agree to have services
performed after such date, then all such services will be deemed Services
(referencing additional Exhibit(s) if applicable) and shall be performed in
accordance with this Agreement.

          1.5 Survival.   In the event of any termination of this Agreement,
Articles 5, 6, 7, 8, and 10 hereof shall survive and continue in effect.

                                   Article 2

                         INDEPENDENT CONTRACTOR STATUS

          2.1 Intention of Parties.   It is the intention of the parties that
Consultant be an independent contractor and not an employee, agent, joint
venturer, or partner of Client. Nothing in this Agreement shall be interpreted
or construed as creating or establishing the relationship of employer and
employee between Client and either Consultant or any employee or agent of
Consultant.  Consultant is performing the Services as an independent contractor
and as such has the sole right and obligation to supervise, manage and perform
all work to be performed by its personnel under this Agreement.  Consultant is
not an agent of Client and thus has no right or authority to represent Client as
to any matters, except as expressly authorized in this Agreement.  Persons who
perform the Services are employees of Consultant and Consultant shall be solely
responsible for payment of compensation to such persons and for any injury to
them in the course of their employment.  Consultant shall assume full
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responsibility for payment of all federal, state and local withholding taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons.  Should Client be required to
pay any amount to a governmental agency for failure to withhold any amount as
may be required by law, Consultant agrees to indemnify Client for any amount so
paid, including interest, penalties and fines.

          2.2 Nonexclusive.  Consultant shall retain the right to perform work
for others during the term of this Agreement. Client shall retain the right to
cause work of the same or a different kind to be performed by its own personnel
or other contractors during the term of this Agreement.  Notwithstanding the
foregoing, Consultant shall provide a Project Team (as described in Section 3.4)
that performs in accordance with this Agreement.

                                   Article 3

        SERVICES TO BE PERFORMED BY CONSULTANT AND CONSULTANT PERSONNEL

          3.1 Services.  Consultant shall perform, for Client or its Affiliates
(as defined in this Section 3.1), the services, tasks and responsibilities as
referenced in this Agreement and described more fully in Exhibit 1 attached
hereto, including implementation services, software development, and strategic
database and architecture consulting, as such services, tasks and
responsibilities may be supplemented, enhanced, modified or replaced, by written
agreement of the parties, during the term of this Agreement (the "Services").
For purposes of this Agreement, Affiliate shall mean, with respect to any
entity, any other entity which owns, is owned by or is under common ownership
with such entity.  For the purpose of the preceding sentence, "own" and its
derivatives means, with regard to any entity, the legal, beneficial, or
equitable ownership, directly or indirectly, of fifty percent (50%) or more of
the capital stock (or other ownership interest, if not a corporation) of such
entity ordinarily having voting rights.  If any services not specifically
described in this Agreement are required for the proper performance of the
Services, then they shall be deemed to be implied by and included within the
scope of the Services to the same extent and in the same manner as if
specifically described herein.

          3.2 Training.  As part of the Services, Consultant shall provide
Client or its designees with twenty (20) class days of training, free of charge,
in Consultant's regularly scheduled training classes, provided that such
training is utilized by Client or its designees on or before August 30, 1997.
Client and Consultant shall attempt to develop appropriate administrative
procedures for performance of work at Client's site.

          3.3 Reporting.  Client will advise Consultant of the individuals to
whom Consultant's manager will report progress on day-to-day work. Client and
Consultant shall attempt to develop appropriate administrative procedures for
performance of work at Client's site.

          3.4 Consultant Staff.  Consultant shall assign an individual who will
serve as Client's primary point of contact (the "Consultant Project Manager") on
all aspects of this Agreement, including the Services.  The Consultant Project
Manager shall be available on-site at Client's premises during such periods as
required by Client.  The Consultant Project Manager shall oversee and manage the
performance of the dedicated Consultant staff (the "Project Team"), performing
the Services for Client under this Agreement.

          3.5 Personnel Qualifications.  The personnel that Consultant assigns
to perform the Services shall be properly educated, trained, and in sufficient
numbers to properly perform the Services in accordance with this Agreement.
 
          3.6 Retention.  Consultant agrees that it is in the best interest of
both Consultant and Client to keep the turnover rate of Consultant personnel
performing the Services at a reasonably low level.  Accordingly, if Client
determines that the turnover rate of Consultant personnel is excessive and so
notifies Consultant, then Consultant shall provide data concerning its turnover
rate and shall meet with Client to discuss the reasons for the turnover rate.
Notwithstanding any transfer or turnover of personnel, Consultant remains
obligated to perform the Services without degradation and in accordance with
this Agreement.

          3.7 Replacement.  In the event that Client determines in good faith
that specific Consultant personnel performing Services hereunder are not acting
in the best interests of Client, then Client shall give Consultant notice to
that effect.  After receipt of such notice, Consultant shall immediately
investigate the matters stated in such notice, discuss its findings with Client
and resolve any problems with the personnel at issue.  If, following such period
(which shall not exceed five (5) business days) Client requests replacement of
such personnel, then Consultant shall replace the such person(s) with a
person(s) of equal and suitable ability and qualifications and 

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shall not charge Client for any required time taken to advise or educate such
person with respect to Client's operations, business requirements or
environment.

          3.8 Place of Work.   Consultant's personnel will perform all work for
Client primarily at Consultant's premises except when such projects or tasks
may, as mutually determined, be performed at Client's site. When Consultant
performs work at Client's site, Client agrees to provide reasonable working
space to perform the Services.  Consultant shall use Client facilities solely to
provide the Services and shall comply with Client's policies and procedures
regarding access and use of such facilities, including security and safety.
When Client facilities are no longer required for performance of the Services
(if in fact they are ever required), Consultant shall return the facilities to
Client in substantially the same condition as when Consultant began using them,
subject to reasonable wear and tear.  Client facilities shall be made available
to Consultant on an "AS IS, WHERE IS" basis.  Client recognizes that there may
be a need to train Consultant's personnel in the unique procedures used at
Client's location. When Client determines that such training is necessary,
Client shall, unless otherwise agreed in writing, pay Consultant for its
personnel's training time.

                                   Article 4

                                 COMPENSATION

          4.1 Rates. The Services shall be provided by Consultant to Client at
the hourly rates set forth in Exhibit 1.

          4.2 Invoices.   Consultant shall submit written invoices to Client
monthly for the Services performed and any expenses expressly set forth in this
Agreement. Each invoice will provide a breakdown and distribution of charges by
name of individual, specific Services performed and expense items, (if such
expenses are set forth in this Agreement)  incurred

          4.3 Date for Payment of Compensation.   All undisputed invoices shall
become due and payable within thirty (30) days of receipt of such invoice by
Client.

          4.4 Expenses.   Except as otherwise expressly set forth in this
Agreement, Consultant shall be responsible for all costs and expenses incident
to the performance of services for Client, including all costs incurred by
Consultant to do business.

          4.5 Taxes.   The fees for Services do not include local, state, or
federal sales, use, excise or similar taxes or duties, and such taxes and duties
shall be the sole responsibility of the Client.  In no event shall the Client be
responsible for taxes based on the income or receipts of the Consultant.

          4.6 Set-Off.  With respect to amounts owed to Client by Consultant, if
any, Client shall have the right, upon written notice to Consultant, to set-off
that amount as a credit against charges otherwise payable to Consultant.
 
          4.7 Disputed Amounts.   Client may withhold payment of disputed
invoices, or of any disputed charge or amount on any invoice, presented by
Consultant so long as such amount is disputed in good faith.  In order for an
amount to be deemed disputed in good faith under this Section 4.8, Client must
present written notification of any such good faith dispute within thirty (30)
days of receipt of the applicable invoice involving such dispute, or the
particular dispute will be deemed undisputed.  Client and Consultant shall
negotiate in good faith with respect to any such disputed amounts and shall
attempt to settle the dispute within thirty (30) days.

                                   Article 5

                      TREATMENT OF CONSULTANT'S PERSONNEL

          5.1 Compensation of Consultant's Personnel.   Consultant shall bear
sole responsibility for payment of compensation to its personnel. Consultant
shall pay and report, for all personnel assigned to Client's work, federal and
state income tax withholding, social security taxes, and unemployment insurance
applicable to such personnel as employees of Consultant. Consultant shall bear
sole responsibility for any health or disability insurance, retirement benefits,
or other welfare or pension benefits, if any, to which such personnel may be
entitled. Consultant agrees to defend, indemnify, and hold harmless Client,
Client's officers, directors, employees and 

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agents, and the administrators of Client's benefit plans, from and against any
claims, liabilities, or expenses relating to such compensation, tax, insurance,
or benefit matters; provided that Client shall (1) promptly notify Consultant of
each such claim when and as it comes to Client's attention; (2) cooperate
reasonably with Consultant in the defense and resolution of such claim; and (3)
not settle or otherwise dispose of such claim without Consultant's prior written
consent, with such consent not to be unreasonably withheld.

          5.2 Workers' Compensation.  Notwithstanding any other workers'
compensation or insurance policies maintained by Client, Consultant shall
procure and maintain workers' compensation coverage sufficient to meet the
statutory requirements of every state in which Consultant's personnel are
engaged in Services.

          5.3 Consultant's Agreements With Personnel.  Consultant shall obtain
and maintain in effect written agreements with each of its personnel who perform
the Services or otherwise participate in any of Client's work under this
Agreement. Such agreements shall contain terms sufficient for Consultant to
require its personnel to comply with any non-disclosure agreement between Client
and Consultant.

                                 Article 6

                         INTELLECTUAL PROPERTY RIGHTS

          6.1 Confidentiality.  Each party shall preserve as strictly
confidential and proprietary all information and material of the other, whether
or not marked as confidential, including but not limited to, Client strategic
plans, personnel files, customer (or potential customer) lists or information,
Client data, and any third party proprietary and confidential information,
materials or other documentation provided to the other party in connection with
this Agreement ("Confidential Information").  Each party shall hold the
Confidential Information in confidence, with the same degree of care that it
applies to its own confidential information of like importance, and never less
than reasonable care.  Each party agrees to preserve any copyright, trademark
and other proprietary rights notices on all Confidential Information provided by
the other party and promptly notify the other party of any disclosure of
Confidential Information that is not in accordance with this Agreement.  Each
party further agrees that in the event of a breach or threatened breach of this
Section 6.1, that the non-breaching party may be irreparably harmed such that
monetary damages will not adequately compensate for its injuries.  In the event
of any such breach, the non-breaching party shall be entitled, in addition to
any rights or remedies it may have at law or in equity, to temporary and
permanent injunctive relief issued by any court of competent jurisdiction
enjoining and restraining the breaching party from continuing such breach and
the payment by the breaching party of all costs associated with any litigation,
including attorneys' fees.  Neither party  shall  have any confidentiality
obligation to the other under this Agreement to the extent that such party can
show that the information:  (i) was previously known by it at the time of
disclosure without obligation of confidence, or without breach of this
Agreement; (ii) was publicly disclosed through no wrongful act of the party
making the disclosure; (iii) was received from a third party having the right to
lawfully possess and disclose same and without breach of this Agreement, (iv)
was independently developed by the disclosing party  without access or reference
to the Confidential Information, (v) was required by law, regulation or
governmental authority to be disclosed or (vi) was approved for release by prior
written authorization of the non-disclosing party.

          6.2 Ownership of Work Product.  All copyrights, patents, trade
secrets, and other intellectual property and proprietary rights (including any
ideas, concepts, techniques, inventions, processes, or any other works)
developed or created by Consultant or its personnel as part of the Services
(collectively, the "Work Product") shall belong exclusively to Client and shall,
be deemed a "work made for hire" for Client within the meaning of Title 17 of
the United States Code and the property of Client.  To the extent that any such
work is not deemed a "work made for hire" and Client property by operation of
law, Consultant automatically and irrevocably assigns, and shall cause its
personnel automatically to assign, at the time of creation of the Work Product,
without any requirement of further consideration, any right, title, or interest
it or they may have in such Work Product, including any copyrights, patents,
trademarks or other intellectual property and proprietary rights pertaining
thereto. Upon request of Client, Consultant shall take such further actions, and
shall cause its personnel to take such further actions, including execution and
delivery of instruments of conveyance, as may be appropriate to give full and
proper effect to such assignment.  Work Product shall not include any Licensed
Product (as defined in the License Agreement between the parties dated February
28, 1997).

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          6.3 Residual Rights.  Notwithstanding anything to the contrary
herein, Consultant and its personnel shall be free to use and employ its and
their general skills, know-how, and expertise, and to use, disclose, and employ
any generalized ideas, concepts, know-how, methods, techniques, or skills gained
or learned during the course of any assignment, so long as it or they acquire
and apply such information without disclosure of any Confidential Information or
proprietary information of Client and without any unauthorized use or disclosure
of Work Product.

                                   Article 7

                       HIRING OF CONSULTANT'S PERSONNEL

          7.1 No Hiring Without Prior Consent.   Without the prior written
consent of the other party, neither party shall directly solicit any personnel
of the other party until one (1) year after the completion of the Services.

                                   Article 8

                                  LIMITATIONS

          8.1 Disclaimer.  OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS
AGREEMENT, CONSULTANT DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULTS OBTAINED FROM
THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR LOST PROFITS OR BUSINESS, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, SPECIAL, OR INDIRECT DAMAGES, REGARDLESS OF WHETHER IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

          8.2 Total Liability.  Neither party's liability for damages under this
Agreement, with respect to Services performed pursuant to Exhibit 1 attached
hereto, shall exceed the greater of one million U.S. dollars ($1,000,000) or the
total amount paid for Services, regardless of the form of action .  If the
parties mutually agree in writing that future services will be performed for a
firm, fixed price, then the mutual limitation of liability, as described in this
Section 8.2, shall be the total amount payable for such services.  The foregoing
limitations shall not apply to damages that are the subject of indemnification
or are occasioned by the willful misconduct, gross negligence or wrongful
termination of a party.

          8.3 Force Majeure. In the event performance of this Agreement is
prevented, restricted, or interfered with by reason of acts of God or of the
public enemy, acts of the Government in its sovereign capacity, fires, floods,
epidemic, strikes, picketing or boycotts, or any other circumstances beyond the
reasonable control and without the fault or negligence of the party affected,
the party so affected, upon giving prompt notice to the other party of the
circumstances causing its delay or failure to perform and of its plans and
efforts to implement a work-around solution, shall be excused from such
performance on a day-to-day basis to the extent of such prevention, restriction
or interference (and the other party shall likewise be excused from performance
of its obligations on a day-to-day basis until the delay, restriction or
interference has ceased), provided, however, that the party so affected shall
use its reasonable efforts to avoid or remove such causes of nonperformance and
both parties shall proceed whenever such causes are removed or cease.  In the
event such delay shall extend for a period which substantially and adversely
impacts the Services, and in no event more than fourteen (14) consecutive days,
then Client may terminate this Agreement without liability upon written notice
to Consultant.

                                   Article 9

                                   WARRANTY

          9.1 Consultant represents, covenants and warrants to Client that:  (a)
Consultant is a corporation, duly organized, validly existing and in good
standing under the laws of the Commonwealth of Virginia; (b) Consultant has full
power and authority to execute, deliver and perform under his Agreement; (c)
this Agreement has been duly authorized, executed and delivered by Consultant
and is the legal, valid and binding obligation of Consultant in accordance with
its terms; (d)  Consultant will perform the Services in a professional and
workmanlike manner with qualified and adequate numbers of personnel and in
accordance with industry standards and practice ; (e) the Services shall not be
performed in violation of any applicable law, rule or regulation, and Consultant
shall have 

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obtained all permits necessary (if any) to comply with such laws, rules and
regulations; (f) all deliverables shall be the original works of Consultant or
Consultant shall have the necessary rights, power and authority to deliver such
deliverables; and neither any software, deliverables or any other materials
provided to Client, or any part of the foregoing, will infringe any patent,
copyright, trademark, service mark, trade secret or other proprietary right of a
third party. Consultant further represents, warrants and covenants that it will
not introduce: (i) any coded instructions, routine, or other method
intentionally included by Consultant to enable any person or computer system,
including authorized or unauthorized users and terminals, to bypass any log-in
and any security feature of any Licensed Product(s), or the computer systems on
which the Licensed Product(s) is, or are, installed; (ii) any code intentionally
included by Consultant that, when activated in accordance with a predetermined
method, date or event, causes any Licensed Product(s) to cease to operate, to
operate in a degraded manner, to damage or destroy data or code, or otherwise
deleteriously affect the functioning of such Licensed Product(s) (as defined in
the License Agreement between the parties dated February 28, 1997), other
programs or the computer system on which the Licensed Product(s) is installed,
or with which the computer system is in communication; or (iii) any code or
instructions intentionally included by Consultant to cause the Licensed
Product(s), other software, or the computer systems on which the Licensed
Product(s) is installed, to perform an unauthorized function or to operate in an
unauthorized manner.

                                  Article 10

                                  INDEMNITIES

          10.1  Consultant agrees to indemnify, defend at its expense and hold
harmless Client and its Affiliates, officers, directors, employees, agents,
successors and assigns from any and all claims, actions, damages, liabilities,
costs and expenses, including reasonable attorney's fees and expenses, arising
from or related to the following:  (i) any breach of any representation,
warranty or covenant made by Consultant under Article 9 of this Agreement; (ii)
any breach of the confidentiality obligations imposed on Consultant by Section
6.1 of this Agreement; and ; (iii) any third party claim of misappropriation of
Confidential Information alleged to have occurred because of Client's (or its
designated representative's) use of the software, documentation and/or other
materials provided by Consultant.

                                  Article 11

                              GENERAL PROVISIONS

          11.1 Notices.   Any notice required or permitted to be made or given
by either party hereto pursuant to this Agreement shall be in writing and shall
be deemed to have been duly given: (i) three days after the date of mailing if
mailed and to be delivered within the U.S. by registered or certified mail,
postage pre-paid, with return receipt requested; (ii) when delivered if
delivered personally; (iii) when transmitted if sent by facsimile, provided a
confirmation of transmission is produced by the sending machine and a copy of
such facsimile is promptly sent by another means specified in this Section 11.1;
or (iv) when delivered, if sent by express courier service, with a reliable
mechanism for tracking such delivery.  In each case, such notice shall be sent
to the other party at the address set forth below or at such other address as
such party shall have specified in a notice given in accordance with this
paragraph:

In the case of Consultant:

Template Software, Inc.
45635 Vintage Park Plaza
Dulles, Virginia  20166
Attention:  Ms. Kimberly E. Osgood
            Chief Financial Officer
Fax:  (703) 318-8325


In the case of Client:

WinStar Telecommunications, Inc.
7799 Leesburg Pike, 7/th/ Floor
Falls Church, Virginia  22043

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Attention:  Mr. Ronald Roades
            Director of Customer Care and Systems Integration
Fax:  (703) 394-0772

          11.2 No Discrimination.   Consultant agrees that in the performance of
this Agreement it will not discriminate or permit discrimination against any
person or group of persons on the grounds of sex, race, color, religion, or
natural origin in any manner prohibited by the laws of the United States.

          11.3 Client Insurance.   To the extent that Consultant's personnel may
perform work at Client's premises, Client shall maintain comprehensive general
liability insurance, including broad form property damage coverage, with limits
of at least $1 million combined single limit for personal injury and property
damage for each occurrence.

          11.4 Consultant Insurance.   While Consultant is performing the
Services, Consultant shall, at its own cost and expense, obtain and maintain in
full force and effect, the following insurance coverage:  (a) workers'
compensation and disability insurance with minimum limits of $1,000,000; (b)
automobile liability insurance with minimum limits of $1,000,000 for bodily
injury and property damage; (c) general comprehensive liability insurance with a
minimum limit of $1,000,000 ; and (d) umbrella coverage with a minimum limit of
$4,000,000.

          11.5 Entire Agreement of the Parties.   This Agreement is the entire
agreement between the parties with respect to the subject matter herein and
supersedes any and all agreements, either oral or written, between the parties
hereto with respect to the Services, including that certain Memorandum of
Understanding between the parties dated February 28, 1997,  and contains all the
covenants and agreements between the parties with respect to the rendering of
such Services. Each party to this agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding unless properly modified.
Any modification of this Agreement will be effective only if it is in writing
signed by both parties.

          11.6 Partial Invalidity.   If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.

          11.7 Parties in Interest.   This Agreement is enforceable only by
Consultant and Client or its Affiliates. The terms of this Agreement are not a
contract or assurance regarding compensation, continued employment, or benefit
of any kind to any of Consultant's personnel assigned to Client's work, or any
beneficiary of any such personnel, and no such personnel, or any beneficiary
thereof, shall be a third-party beneficiary under or pursuant to the terms of
this Agreement.

          11.8 Assignment.   This Agreement shall be binding on the parties
hereto and their respective successors and assigns. Neither party may, or shall
have the power to, assign this Agreement without prior written consent of the
other, except that Client may assign its rights and obligations under this
Agreement without approval of Consultant (and Consultant may assign its rights
and obligations under this Agreement upon written consent of Client, which
consent will not be unreasonably withheld) to an entity that acquires all or
substantially all of the assets of Client or Consultant or to any parent,
subsidiary or affiliate or successor in a merger or acquisition of Client or
Consultant; provided that in no event shall such assignment relieve either party
from its respective obligations under this Agreement.

          11.9 Right to Audit.  Consultant shall make available to Client, as
may be requested upon reasonable notification, records supporting Consultant
charges, submitted expenses and other information, in order to ensure that all
amounts charged to Client hereunder are proper and accurate.

          11.10 Governing Law.  This Agreement will be governed by and construed
in accordance with the laws of the Commonwealth of Virginia without reference to
conflicts of laws principles.

          11.11 Successors.   This Agreement shall inure to the benefit of, and
be binding upon, Consultant and Client, their successors and assigns.

                            [SIGNATURE PAGE FOLLOWS]

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CONSULTANT:

Template Software, Inc.

By: /s/ Kimberly E. Osgood
    ----------------------
          (Signature)

   Kimberly Osgood, Chief Financial Officer
-------------------------------------------
Typed Name                          Title


CLIENT:

WinStar Telecommunications, Inc.
--------------------------------


By:/s/ M. Jaime Bullen
   --------------------
        (Signature)

   M. Jamie Bullen, Chief Information Officer
---------------------------------------------
Typed Name                          Title


By: /s/ Arthur E. Gelven
    --------------------
         (Signature)

   Arthur E. Gelven, Director -- Procurement and Material Management
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Typed Name                          Title