CONFIDENTIAL PORTIONS OF THIS DOCUMENT
                                       HAVE BEEN OMITTED AND FILED SEPARATELY
                                       WITH THE SECURITIES AND EXCHANGE
                                       COMMISSION

                     AMENDED AND RESTATED LICENSE AGREEMENT

         THIS AMENDED AND RESTATED  LICENSE  AGREEMENT  dated as of July 1, 1997
(the "Effective Date"), by and between COMPUTER-AIDED SOFTWARE INTEGRATION, INC.
(the   "Licensor"),   a  Delaware   corporation,   and  DATANET   INTERNATIONAL,
INCORPORATED (the "Licensee"), a California corporation.

         WHEREAS  the  Licensor  and  the  Licensee  are  parties  to a  license
agreement dated as of April 30, 1997; and

         WHEREAS the Licensor and the  Licensee  desire to amend such  agreement
and to restate the  agreement  as so amended (as so amended and  restated,  this
"Agreement").

         For and in consideration of the mutual covenants  contained  herein, it
is hereby agreed by and between the  undersigned,  intending to be bound thereby
as follows:

         I. DEFINITIONS

         A. SOFTWARE.  The term "Software" means authorized copies of all of the
most recent versions of the Licensor  computer software programs (in both object
and Source Code, as stipulated below) described in Exhibit A "Software" attached
hereto,  including without  limitation,  technical  manuals,  user manuals,  bug
reports  and fixes,  enhancements,  upgrades,  updates,  sequels  and  technical
bulletins.

         B. SOURCE CODE.  The term "Source Code" means the complete  instruction
set for the  Software,  including  all comments  and  procedural  code,  such as
compilation  switches,  job control language statements and a description of the
system/program generation procedure, in a form intelligible to human programmers
and  capable  of being  readily  and  easily  translated  into  object  code for
execution on computer equipment through minimal assembly or compiling,  together
with all documentation to facilitate such  translation,  assembly and compiling;
including,  without  limitation,  programmers'  notes,  technical and functional
specifications, flow charts, schematics, test programs, statements of principles
of operations,  architectural  and design  standards,  and  descriptions of data
flows, data structures and control logic.

         C. LICENSEE'S BUSINESS.  The term "Licensee's  Business" shall mean the
business of providing assembly,  integration and configuration related solutions
and services to equipment  manufacturers,  software vendors, system integrators,
government and corporate  entities and other  businesses  seeking such solutions
and services.


<PAGE>

         II. LICENSE

         In accordance with the terms herein,  Licensor grants to Licensee,  and
Licensee accepts from Licensor, a worldwide, perpetual,  nonexclusive (except as
to the  countries  comprising  South  America  (excluding  Central  America) and
Malaysia where the license  granted herein shall be exclusive for a term of five
years from the Effective Date) and  non-transferable  license to reproduce,  use
and  distribute,   and  reproduce,   disclose  to  others  for  the  purpose  of
maintenance, use, change, modify and otherwise prepare derivative works based on
the Source Code  ("License").  The License may be exercised  only at  Licensee's
configuration  centers  in Los  Angeles  or other  configuration  centers  in or
outside of the United  States where the  equipment on which the Software is used
is more  than 50%  owned by  Licensee  or,  in the  event  Licensee  leases  the
equipment,  the Licensee is obligated for more than 50% of the lease payment for
such  equipment  when  used  in  connection  with  the  Software   (collectively
"Permitted   Configuration  Centers").  The  Software  shall  be  used  only  in
connection with Licensee's  Business.  Licensee shall not permit any third party
to use  the  Software.  A  license  may be  temporarily  transferred  to back up
equipment if the particular scheduled equipment is inoperative for more than one
(1) hour. Licensee may make copies, and use the Software for testing purposes.

         Licensee  may exercise the License with respect to the Source Code upon
and  after  occurrence  of any of the  following  events  (but not  prior to the
occurrence of such events):

         A. Licensor or Glasgal  Communications,  Inc.  ("Glasgal") ceases doing
business;

         B. Licensor or Glasgal becomes insolvent or makes a general  assignment
for benefit of creditors;

         C. The  filing of a  petition  by or against  Licensor  or Glasgal  for
relief under the laws of bankruptcy;

         D.  The  petition  of an  appointment  or an  actual  appointment  of a
receiver or other custodian for the business or assets of Licensor or Glasgal;

         E. Licensor or Glasgal admits in writing its inability to pay its debts
generally as they become due; or

         F.  Licensor  materially  breaches  any of its  obligations  under this
Agreement,  or the Reseller  Agreement between the parties,  and such default or
breach has not been cured.  As used above,  material breach is hereby defined to
include, without limitation,  any default or breach that results in a hinderance
to Licensee's ability to operate Licensee's Business.


                                       -2-

<PAGE>

         III. COPIES

         The License  granted herein  includes the right to copy the Software in
non-printed,  machine  readable  form  in  whole  or in part  as  necessary  for
Licensee's Business.  In order to protect Licensor's trade secret and copyrights
in the Software,  Licensee agrees to reproduce and incorporate  Licensor's trade
secret or  copyright  notice in any  copies,  modifications  or partial  copies.
Licensee  shall  maintain no more than three copies (or such  greater  number as
Licensor  shall  reasonably  consent to) of the object code for the Software for
each Permitted Configuration Center at any time.

         IV. PRICE AND PAYMENT

         Licensee  has paid  Licensor a license fee of $[text  omitted]  for the
Software and Source Code License,  representing  payment in full. As of the date
hereof,  $[text  omitted]  of such fee has been paid to  Licensor by Licensee in
cash,  and an  additional  $[text  omitted] of such license fee has been paid by
execution and delivery by Licensee to Licensor of the  promissory  note attached
hereto and incorporated herein by this reference as Exhibit "C" (the "Note").

         Licensor  hereby  agrees that prior to entering  into an  agreement  to
license the Software or Source Code to any third party for use in the  countries
comprising  Asia,  Japan,  the Pacific Rim and  Australia,  it shall first offer
Licensee the right to such  license on terms and  conditions,  including  price,
equivalent to those contained in the proposed third party agreement.

         Any payment for any services or other  performance by Licensor shall be
payable  one hundred and eighty  (180) days after  receipt of a correct  invoice
from  Licensor;  provided  that  portions  of amounts  disputed in good faith by
Licensee  will be payable  upon  resolution  of the  dispute.  Unless  otherwise
expressly stated herein,  there shall be no additional charges for any materials
and services provided under this Agreement.

         V. SOFTWARE OWNERSHIP

         Licensor  represents  and warrants  that it is the sole owner (or is an
authorized  licensee) of the  Software and Source Code and all portions  thereof
and that it has the right to modify same and to grant  Licensee the Software and
Source Code  License and that  Licensee  shall have no  obligation  or liability
toward any third parties for the exercise of the License and that Licensee's use
of the  Software and Source Code will not infringe any third party rights in any
patent, copyright, trade secret or other proprietary right.

         VI. INTENT TO COOPERATE

         Both Licensor and Licensee  acknowledge that successful  implementation
of the Software  pursuant to this Agreement  shall require their full and mutual
best  efforts.  The parties  acknowledge  that they shall timely  fulfill  their
responsibilities set forth in this Agreement.


                                       -3-

<PAGE>

         VII. TITLE TO SOFTWARE SYSTEMS AND CONFIDENTIALITY

         The Software and all programs  developed  hereunder by Licensor and all
copies  thereof  are  proprietary  to  Licensor  and title  thereto  remains  in
Licensor.  All applicable  rights to patents,  copyrights,  trademarks and trade
secrets in the Software or any  modifications  made by Licensor  shall remain in
Licensor.  Licensee  shall not sell,  transfer,  publish,  disclose,  display or
otherwise  make  available the Software or copies thereof to others in violation
of this  Agreement.  Licensee  agrees to take  reasonable  efforts to secure and
protect each module,  software  product,  documentation  and copies thereof in a
manner which  Licensee  takes to secure and protect its own software in order to
maintain Licensor's rights therein and to take appropriate action by instruction
or agreement with its employees or consultants who are permitted  access to each
program or software  product to satisfy its  obligations  hereunder.  All copies
made by the  Licensee of the Software and other  programs  developed  hereunder,
including  translations,  compilations,  partial copies with  modifications  and
updated  and  derivative   works,   are  the  property  of  Licensee.   Licensee
acknowledges  Licensor's  claim that the Software is  confidential in nature and
not in the  public  domain,  that  the  Licensor  claims  all  intellectual  and
industrial  property  rights  granted by law  therein on behalf of itself or the
licensor(s)  and that the Licensor does not hereby grant nor otherwise  transfer
any rights or  ownership  of the  Software  to the  Licensee  or any third party
except  in  accordance  with  this  Agreement.  Except  as  otherwise  expressly
permitted hereunder,  the Licensee agrees not to copy or otherwise reproduce the
Software,  in  whole  or in  part.  The  Licensee  further  agrees  to take  all
reasonable steps which Licensee takes to protect its own software to ensure that
no  unauthorized  persons  shall  have  access  to the  Software  and  that  all
authorized  persons  having  access to the Software  shall refrain from any such
disclosure, duplication or reproduction.

         The Licensee  agrees to accord the Software,  and both parties agree to
accord all other  confidential  information  relating to this Agreement and each
party's proprietary business information such as pricing and customer identities
at least the same degree and methods of protection as such party undertakes with
respect to its own confidential information, trade secrets and other proprietary
data.

         The Licensee agrees not directly or through any agent or  intermediary,
to register,  apply for  registration or attempt to acquire any legal protection
for the Software or any  proprietary  rights therein or to take any other action
which would or could infringe upon the Licensor's right, title or interest in or
to the Software in any jurisdiction.

         Provided  that  Licensor  provides  sixty (60) days  written  notice to
Licensee  specifically  stating in sufficient detail the violation or breach and
such violation or breach, capable of being cured, is not cured during this sixty
(60) day period,  the Licensee  acknowledges  that,  in the event of a breach or
violation by the Licensee of its obligations  under this Section 7, the Licensor
may immediately terminate its performance under this Agreement without liability
to the  Licensee  and may bring an  appropriate  legal action to enjoin any such
breach or violation hereof.


                                       -4-

<PAGE>

         All copies of the  Software  shall  retain the  copyright  notices  and
proprietary  markings  contained  in or  appearing  on the master  copy  thereof
supplied to the Licensee by the Licensor.

         VIII. USE OF TRADE NAMES AND TRADEMARKS

         Licensee  hereby  acknowledges  Licensor's  claim of  ownership  of the
generic trade names and marks "CASI", "COMPUTER-AIDED SOFTWARE INTEGRATION", and
"INTEGRATOR'S  WORKBENCH PRODUCT SERIES",  the Software names.  Licensee further
acknowledges  that it shall  acquire  no  interest  therein  by  virtue  of this
Agreement  or  the  performance  by  Licensee  of  its  duties  and  obligations
hereunder,  other than the  License  granted to Licensee  under this  Agreement.
Licensee  agrees  not  to use  the  names  "CASI"  or  "COMPUTER-AIDED  SOFTWARE
INTEGRATION",  or such Software names or marks (or any confusingly  similar name
or symbol),  in whole or in part,  as part of the  Licensee's  business or trade
name.

         The Licensee agrees to notify the Licensor promptly of any known use or
registration  by third parties of any trade names or marks which might  infringe
the Licensor's trade or Software names or marks.  The Licensee  acknowledges and
agrees  that the  Licensor  shall have the sole  right and duty to protect  such
names and marks from a legal action or suit for infringement thereof.

         IX. WARRANTY

         A. The  Licensor  warrants  that the Software  will (i)  conform,  when
operated in Permitted  Configuration  Centers to  Licensor's  current  published
specifications  and  documentation  attached  hereto or  otherwise  provided  to
Licensee,  including  without  limitation,  those  specifications  set  forth in
Licensor's  so-called White Sheet Report; and (ii) will be free of defects which
affect the  Software's  performance.  The  Licensor  does not  warrant  that the
Software will be defect or error free in all circumstances.

         B.  Licensor  warrants that Licensee will not be required to obtain any
third-party software (other than third party operating system software) in order
to operate  the  Software  or Source  Code other than that which is set forth in
this  Agreement and that the entering into and carrying out of the terms of this
Agreement  will not violate or constitute a breach of any  agreement  binding on
Licensor.

         C. Licensor  warrants that the  documentation  and technical  materials
provided by Licensor to Licensee will be accurate and complete.

         D.  Licensor  warrants  that  there  is not any  disabling  code in the
Software or Source Code which would  alter,  destroy,  or inhibit any use of the
Software or Source Code or the data contained therein.


                                                        -5-

<PAGE>

         E.  Licensor  warrants  that  it  will  not  terminate  or  attempt  to
terminate,  by  modem or by  electronic  means  or by  other  means,  use of the
Software by Licensee in connection with any dispute.

         F.  Licensor  warrants  that the Software is designed to operate in the
year 2000 and beyond to store, calculate,  process and print year 2000 dates and
is coded so that the  progression  from the year 1999 to 2000 (and  beyond) will
not cause the Software to cease operating,  to operate  incorrectly or otherwise
fail to meet its documentation.

         G.  Licensor  warrants  that it will  perform its  obligations  arising
pursuant  to  this  Agreement  in a  diligent  and  professional  manner  and in
accordance with current industry standards.

         H.  Licensor  warrants  that as of the  Effective  Date Licensor has no
knowledge  of any written  notice  asserting a claim which might  reasonably  be
expected to impair Licensee's right to use the Software.

         I. Licensee must notify Licensor in writing,  within twelve (12) months
of delivery of the  Software,  or any changes or additions to the  Software,  to
Licensee  (not  including  delivery  of  any  subsequent  modifications  to  the
Software), of its claim of any such defect(s) which Licensee is aware of. If the
Software is defective,  Licensor shall remedy such defect in accordance with the
time frames set forth in Exhibit B  "SOFTWARE  MAINTENANCE  AGREEMENT"  attached
hereto and incorporated herein by this reference. The Licensee agrees to provide
the  Licensor  with  information  available to Licensee to allow the Licensor to
remedy such  defect.  The Licensor is not  responsible  for any defect or error,
which  Licensee  is aware of but not  reported  within  such  twelve  (12) month
period,  or  any  defect  or  error  in the  Software  caused  by  any  Licensee
modification,  misuse or damage, except as set forth in Exhibit B. Except as set
forth above,  the Software is being licensed to the Licensee "AS IS" and without
warranty of any kind.

         J. THE ABOVE IS A LIMITED WARRANTY AND THE WARRANTIES SET FORTH IN THIS
AGREEMENT ARE THE ONLY WARRANTIES MADE BY LICENSOR.  LICENSOR MAKES AND LICENSEE
RECEIVES NO WARRANTY (EXCEPT AS SET FORTH IN THIS AGREEMENT)  EXPRESS OR IMPLIED
AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF  MERCHANTABILITY  AND FITNESS
FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO
ITS  OBLIGATIONS  UNDER THIS  AGREEMENT  FOR INDIRECT,  SPECIAL,  CONSEQUENTIAL,
EXEMPLARY,  OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION ANY DAMAGE TO ANY PROPERTY OF THE
LICENSEE EXCEPT IN THE CASE OF WILFUL MISCONDUCT.


                                       -6-

<PAGE>

         K. Correction for  difficulties or defects  traceable to the Licensee's
errors,  or systems changes or modifications  made by Licensee,  shall be billed
pursuant to Section XVII Additional Consulting Services.

         L. Either party's liability arising out of contract, negligence, strict
liability  in  tort  or  warranty  shall  not,  except  in the  case  of  wilful
misconduct, exceed the amount paid by Licensee under this Agreement.

         X. INDEMNITY

         A.  Licensor  hereby  agrees to  indemnify,  defend  and hold  harmless
Licensee, its shareholders,  directors,  officer, agents, employees, agents, and
representatives from and against any and all claims, expenses,  damages, losses,
costs, fees, royalties or penalties (including reasonable attorneys' fees, costs
and expenses),  liability,  actions made or brought against Licensee arising out
of any allegation of any infringement of third party's rights, including without
limitation,  patent,  trademark,  copyright, and trade secrets arising out of or
related to this Agreement, provided: (a) Licensee gives prompt written notice of
such  claim to  Licensor,  b)  Licensor  has sole  control  of the  defense  and
settlement  negotiation,  on condition that Licensee may participate and appoint
any  counsel  to  participate  in any  defense  and  settlement  negotiation  at
Licensee's  expense,  c) Licensee  cooperates  with Licensor in such defense and
settlement  negotiation,  at Licensor's expense and d) the infringement is based
on the use of the latest release of the Software made available to Licensee.  In
no event shall  Licensee  settle any such claim,  lawsuit or proceeding  without
Licensor's prior written approval.

         If,  as a result  of any  claim of  infringement  against  any  patent,
copyright,  license or other property right, Licensor is enjoined from using the
Software,  or if  Licensor  believes  that the  Software is likely to become the
subject of a claim of  infringement,  Licensor  at its option  and  expense  may
procure the right for  Licensee to continue to use the  Software,  or replace or
modify the Software so as to make it  non-infringing,  provided such replacement
or  modification is reasonably  acceptable to Licensee.  If neither of these two
options is  reasonably  practicable  or  acceptable  to  Licensee,  Licensor may
discontinue  the  license  granted  herein on one  hundred and twenty days (120)
days' written notice and indemnify and hold Licensee harmless in accordance with
the  paragraph set forth  immediately  above.  The  foregoing  states the entire
liability of Licensor with respect to infringement  of any copyrights,  patents,
license or other property rights by the Software or any parts thereof.  Upon the
occurrence  of  any  event  which  triggers  Licensor's  obligation  under  this
Agreement,  Licensee may suspend any of its obligations under this Agreement and
deposit  any amount owed under this  Agreement  into an  interest-bearing  trust
account pending final resolution of such claim, action or liability.

         B. Licensor shall defend, indemnify and hold harmless Licensee, and its
respective  directors,  officers,  employees  and agents  from and  against  all
claims, demands,  causes of action,  expenses,  damages,  losses, costs, fees or
penalties  (including   reasonable   attorneys'  fees,  expenses  and  costs  of
settlement)  whether  based  upon  tort,  breach of  contract  or  otherwise  of
whatsoever  kind and nature  arising  out of or on account of, or  resulting  in
whole or part from,  any  misrepresentation  or default  in the  performance  of


                                       -7-

<PAGE>

Licensor's  obligations pursuant to this Agreement,  to the extent caused by any
act,  error or omission of  Licensor,  employees  of  Licensor,  or of any other
persons or entities who are directly or  indirectly  associated  with  Licensor.
Licensee  shall give  Licensor  prompt  notice of any claim or liability  hereby
indemnified  against by Licensor  and  thereupon  Licensor  shall be entitled to
control,  and shall assume full  responsibility for, the defense of such matter.
The  indemnity  contained  herein  shall  not be  deemed to be a waiver of or in
limitation of any other rights Licensee may have.

         XI. BREACH

         Except as otherwise specifically set forth herein,  Licensor shall have
the right to terminate  this  Agreement  and the license  granted  herein in the
event Licensee is in default of its obligations under this Agreement  (including
those set forth immediately below); upon one hundred and eighty (180) days prior
written notice detailing the reason for termination and providing an opportunity
for Licensee to cure any such default during such period:

         A. In the event that Licensee,  its officers or employees  violates any
provision of this Agreement including,  but not limited to,  confidentiality and
payment and such violation is not cured during such period;

         B. In the event  Licensee (i)  terminates  its  business;  (ii) becomes
subject  to any  bankruptcy  or  insolvency  proceeding  (whether  voluntary  or
involuntary)  under  Federal or state  statute or (iii)  becomes  insolvent,  is
otherwise  unable to pay its debts as they  become  due or  becomes  subject  to
direct control by a trustee, receiver or similar authority;

         C. In the event the Licensee assigns or transfers this Agreement or any
of its rights or obligations  hereunder,  without the  Licensor's  prior written
consent, which shall not be unreasonably withheld;  provided however, no consent
is required  other than notice in the event  Licensee  assigns or transfers this
Agreement  or  any  of its  rights  or  obligations  hereunder  to an  affiliate
controlled by, under common control with or controlling  Licensee or a successor
to all or substantially all of Licensee's assets used in Licensee's Business.

         D. Within five days after termination, Licensee will return to Licensor
the Software  and all copies in the form  provided by Licensor or as modified by
Licensee,  or upon request by Licensor destroy the Software and all copies,  and
certify in writing that they have been destroyed.  Termination shall not relieve
Licensee  of  its  obligations   regarding   confidentiality  of  the  Software.
Termination  will be in  addition to and not in lieu of any  equitable  remedies
available to Licensor.

         Licensor  shall be provided  written notice by Licensee in the event of
any breach or default  hereunder by Licensor.  Licensor  shall have fifteen (15)
days from  receipt  of such  written  notice to cure any such  breach;  provided
however,  licensor  shall have five days from receipt of such written  notice to
cure the first  occasion of any breach where  Licensor has  committed to a fixed
time frame for performance as expressly set forth in this Agreement. In any such
instance, time shall be considered of the essence.


                                       -8-

<PAGE>


         XII. TAXES

         Licensee  shall,  in addition to the other  amounts  payable under this
Agreement, pay all sales and other taxes, federal, state, or otherwise,  however
designated,   which  are  levied  or  imposed  by  reason  of  the  transactions
contemplated  by this  Agreement,  other than based on the income  derived  from
these  transactions.  Licensee shall pay to Licensor an amount equal to any such
items actually paid, or required to be collected or paid by Licensor at the time
the  payment  for the  services  performed  or the  License  granted  under this
Agreement.

         XIII. HARDWARE REQUIREMENTS

         Licensee shall make available for the Software implementation,  at each
Permitted  Configuration Center,  computer equipment and software configurations
equivalent to any  configuration  which Licensor has approved prior to or during
the term of this Agreement for other licensees or customers.

         XIV. DELIVERY, INSTALLATION AND TESTING

         Licensee  hereby  acknowledges  receipt  of a  previous  version of the
Software.  The Source  Code  shall be  delivered  within  three days of an event
occurring under Section II that would allow Licensee access to the Source Code.

         XV. CUSTOM MODIFICATIONS

         All custom  modifications  to the  Software,  not  including  assisting
Licensee  in  implementation  of the  Software  job control  language,  shall be
undertaken by Licensor in  accordance  with Section XVII  Additional  Consulting
Services.

         XVI. GENERAL

         A. Each party  acknowledges  that it has read this Agreement,  together
with the  Exhibits  hereto,  it  understands  it,  and agrees to be bound by its
terms,  and further agrees that this is the complete and exclusive  statement of
the  agreement  between  the  parties,  which  supersedes  and  merges all prior
proposals,  understandings and all other agreements,  oral and written,  between
the parties  relating to this  Agreement.  This Agreement may not be modified or
altered except by written instrument duly executed by both parties.

         B. Dates or times by which  Licensor is  required  to make  performance
under  this  Agreement  shall be  postponed  automatically  to the  extent  that
Licensor is prevented from meeting them by causes beyond its reasonable control,
but no more than thirty (30) days.

         C. This  Agreement  and the rights,  obligations  and  relations of the
parties  hereunder  shall be  governed  by the laws of the  State of  California
without  regard  to its  rules of  conflicts  of law.  In the  event  any  legal
proceeding is brought to enforce or interpret the  provisions of this  Agreement
the  parties  hereby  agree to submit to the  jurisdiction  of the courts of Los
Angeles,   California,   which  shall  be  the  exclusive  venue  for  all  such
proceedings.

                                       -9-

<PAGE>

         D. If any provision of this  Agreement is invalid under any  applicable
statute  or rule of law,  it is to that  extent to be deemed  omitted,  but this
Agreement shall otherwise remain in full force and effect.

         E. Neither party may sell, assign, transfer, convey, delegate, encumber
or  sub-license,  without  the prior  written  consent of the other  party,  its
rights,  duties or obligations  under this Agreement to any person or entity, in
whole or in part,  which consent shall not be unreasonably  withheld,  except as
otherwise provided in Section XI(c).  Notwithstanding anything in this Agreement
to the  contrary,  in the event of a  proposed  assignment  or  transfer  of the
Agreement by Licensee,  and the assignee's use of the Software would  materially
increase beyond the anticipated future use of the Software by Licensee, i.e., an
increase  to at least  150% of the  anticipated  future use of the  Software  by
Licensee,  the  Licensor  shall  have  the  right to  charge  such  assignee  an
additional  reasonable  license fee equivalent to the fees Licensor then charges
to companies that would use the Software in an amount  reasonably  equivalent to
such  assignees'  anticipated  usage,  minus the license fee(s) paid by Licensee
hereunder.  In the event  such  assignee  refuses  to pay such  equivalent  fee,
Licensor  may in its sole and  absolute  discretion,  refuse to  consent to such
assignment or transfer.

         F. In the event of any dispute or legal proceeding  between the parties
arising out of related to this  Agreement or its breach,  the  prevailing  party
shall be entitled to recover from the  non-prevailing  party all fees, costs and
expenses,  including without limitation,  all attorney's and expert witness fees
and disbursements incurred in connection with such dispute or legal proceeding.

         G. The waiver or failure of either  party to exercise  in any  respects
any right  provided for herein shall not be deemed a waiver of any further right
hereunder.

         H. All notices requests, reports,  submissions and other communications
permitted or required to be given under this  Agreement  shall be deemed to have
been duly given if such notice of communication  shall be in writing and sent by
personal delivery or by airmail, cable, telegram,  telex, facsimile transmission
or other  commercial  means of rapid delivery,  postage or costs of transmission
and delivery  prepaid,  to the parties at addresses  specified herein until such
time as either  party hereto shall give the other party hereto not less than ten
(10) days' prior written  notice of a change of address in  accordance  with the
provisions hereof.

         XVII. ADDITIONAL CONSULTING SERVICES

         During the term of this Agreement, Licensor shall provide Licensee with
various  business  and  technical  consulting  services as may be  requested  by
Licensee.  Such services  shall be provided  subject to the following  terms and
conditions.


                                      -10-

<PAGE>

         A.  Licensee  shall be  entitled  to order  services  to be provided by
Licensor and Glasgal (or its  subsidiaries)  under the terms of this  Agreement.
This  Agreement  includes the ability to require the services of any Licensor or
Glasgal "without  limitations" (or its  subsidiaries)  personnel.  Such services
shall be provided in a professional and workmanlike manner.

         B. Unless otherwise  cancelled in writing by Licensee,  Licensee agrees
to pay Licensor  $[text omitted] as a refundable  Service  Retainer Fee one week
after the  beginning of each two month period  beginning on the  Effective  Date
(the   "Service   Period")   for  all   maintenance,   installation,   training,
modification, support and other services to be provided by Licensor that are not
being provided by Licensor pursuant to Exhibit "B". In the event that in any two
month Service Period the fees for the actual services provided by Licensor total
less than $[text omitted],  Licensee shall subtract the remaining balance of the
Service  Retainer  Fee and shall pay  Licensor  the  difference  as the  Minimum
Service Fee for the forthcoming Service Period.

If Licensee  requests services during the first year after the execution date of
this Agreement in excess of $[text omitted] each Service Period, after deducting
any unused balance remaining from prior Service Periods, which by year end is in
excess of $[text  omitted]  (at the Exhibit D rates) all such  excess  requested
services  will be provided by Licensor  at the then  current  rate  charged to a
majority of its  customers.  Licensor may charge for such excess  services  each
Service  Period,  subject  to a year end  reconciliation.  To the  extent  total
services  for the year (at the Exhibit D rates) are less than  $[text  omitted],
Licensor  shall  immediately  refund any  payments  made by  Licensee  in excess
thereof. After such year, Licensor may charge for services requested by Licensee
in excess of $[text omitted] ($[text omitted] each Service Period),  at its then
current rates charged to a majority of its customers, again subject to an annual
reconciliation and otherwise as set forth immediately above.

         C.  Licensee  agrees  to pay  all  reasonable  out-of-pocket  expenses.
Licensee shall have the option to book travel  arrangements  for Licensor and/or
Glasgal (or its subsidiaries) personnel.

         D. Service  fees that exceed the Service  Retainer Fee shall be due and
payable  within thirty (30) days following the end of the Service Period and the
receipt of invoice.

         E. Services shall be provided based upon job classifications and at the
hourly rates specified in Exhibit "D" "SCHEDULE OF SERVICE  CLASSIFICATIONS  AND
RATES" attached hereto and incorporated by this reference  herein.  In the event
Licensee  chose not to pay the  Service  Retainer  Fee for any  Service  Period,
Licensor  has the sole  option to change  the rates  specified  in  Exhibit  "D"
through notification, in writing, to its then current standard rates.

         F.  Licensor  shall  submit  time  records  in  writing  for each month
detailing the personnel, services and time provided to Licensee by the fifth day
of the  following  month.  Licensee  shall have five (5) business days to review
such time records for accuracy and submit  discrepancies  to Licensor.  Licensor
shall use its best  efforts to ensure that only time spent  working on behalf of
Licensee is reported and billed.


                                      -11-

<PAGE>

         G.  Licensee  agrees to  provide  Licensor  with a  purchase  order for
services to be provided  under the terms herein at least three (3) days prior to
the required start date for the provision of the services.

         H.  Licensor  hereby  agrees  to  provide  the  Maintenance   Services,
commencing on the execution date, set forth in Exhibit "B" in  consideration  of
the payment by Licensee to Licensor  of $[text  omitted]  per  quarter,  payable
within thirty (30) days of receipt of invoice.  Such payment  shall  commence on
March 1, 1998. In the event Licensee chooses not to secure Maintenance  Services
it will no longer be obligated to make such payment and Licensor  will no longer
be obligated to provide Maintenance Services.

         XVIII. TECHNICAL SUPPORT

         Licensor will deliver to Licensee any changes,  updates,  upgrades,  or
enhancements to Software (and Source Code when and if Licensee is entitled to it
under the  provisions  of  Section  II  hereof),  including  without  limitation
programming  changes,  releases,  versions,  and other enhancements,  along with
updates or revisions to technical materials and documentation to the extent that
they  relate to the  Software  and Source  Code  within  thirty (30) days of the
release to Licensor's  own technical,  programming,  or support staff and in any
event,  no later than the  release to any  customer  or  licensee of Licensor or
Glasgal and as otherwise  set forth in Exhibit B; provided that Licensee is then
current in its payment for  Maintenance  Services (as defined in Exhibit B). End
User documentation shall be updated on diskette in Microsoft Word for Windows or
such other industry standard program as mutually agreed to by the parties.

         Licensor agrees to perform  technically-feasible  Software  programming
changes  requested  by  Licensee  during the term of this  Agreement,  including
changes to or new formats for inclusion in the Software,  in a timely manner and
at rates to be negotiated in good faith by the parties.

         XIX. CORPORATE GUARANTEE

         Glasgal  unconditionally  guarantees the  performance of Licensor under
the Sections  entitled  Warranty  and  Indemnity  of this  Agreement,  including
without  limitation  any  obligation or liabilities of Licensor owed to Licensee
thereunder,  heretofore,  now or hereafter  made,  incurred or created,  whether
voluntary or involuntary and however arising,  whether due or not due,  absolute
or  contingent,  liquidated or  unliquidated,  determined or  undetermined,  and
whether Licensor may be liable  individually or jointly with others,  or whether
recovery may be or hereafter  become  barred by any statute of  limitations,  or
whether such performance may be or hereafter become otherwise unenforceable.

         Glasgal  authorizes  Licensee,  without  notice or demand  and  without
affecting its liability  under this  Agreement,  from time to time to (a) renew,
compromise,  extend,  accelerate,  or otherwise  change,  increase,  or decrease
Licensor's performance or the terms of this Agreement


                                      -12-

<PAGE>

         Glasgal waives any defense arising by reason of any disability or other
defense of Licensor or by reason of the cessation  from any cause  whatsoever of
the liability of Licensor.  Until this Agreement has expired and all performance
of Licensor to Licensee shall have been fully  performed,  Glasgal shall have no
right of subrogation,  and waives any right to enforce any remedy, which Glasgal
now has or may hereafter have against Licensor. Guarantor waives all demands for
performance, notices of nonperformance, protests, notices of protest, and of the
creation, or incurring of new or additional obligation or liability of Licensor.



                                      -13-

<PAGE>


LICENSOR:                                   LICENSEE:

COMPUTER-AIDED SOFTWARE                     DATANET INTERNATIONAL,
INTEGRATION, INC.                           INCORPORATED


By: /s/ JAMES M. CACI                       By: /s/ JAMES UNG
   ------------------                           -------------------
Name:  James M. Caci                        Name: James Ung
Title: C.F.O.                               Title: President
Address: 12477 W. Ceder Dr.                 Address: 1304 John Reed Court
         Suite 201                                   Industry, CA 91745
         Denver, CO 80228

Glasgal Communications, Inc.                EXECUTION DATE:  September 15, 1997
as to Section XIX Corporate Guaranty only

By: /s/ JAMES M. CACI
   ------------------
Name:  James M. Caci
Title: C.F.O.
Address: 20C Commerce way
         Totowa, NJ 07054


                                      -14-

<PAGE>


                                    EXHIBIT A

                                    SOFTWARE

         Licensor's IWPS  Configurator  products,  version 2.20 or higher.  IWPS
Configurator shall include all modules, tools and utilities produced by Licensor
for use with the IWPS Configurator product line.




                                      -15-

<PAGE>


                                    EXHIBIT B
                         SOFTWARE MAINTENANCE AGREEMENT


                                    Article 1
                                  DEFINITIONS.

         Terms in this  Maintenance  Agreement  which are  capitalized  have the
meanings set forth below, or as defined elsewhere in this Agreement.

         "Error"  means an  instance  of  failure  of the  Software  to meet the
requirements of Section XI,  Warranty of this  Agreement.  An Error is a Class 1
Error if it renders  continued  use of the Software  commercially  infeasible in
Licensee's  reasonable  judgment.  An  Error  is a  Class 2  Error  if it  makes
continued use of the Software seriously  inconvenient and substantially  reduces
its value to Licensee, in Licensee's  reasonable judgment.  All other Errors are
Class 3 Errors; in particular, all documentation shortcomings and deviations and
cosmetic errors that do not have the economic  consequences  defined for Class 1
and Class 2 Errors shall be deemed Class 3 Errors.

                                    Article 2
                              TERM AND TERMINATION.

         2.1  TERM.  Commencing  upon  delivery  of the  Software,  the term for
providing Maintenance Services for such Software shall be three months and shall
automatically  renew quarterly,  unless Licensee notifies Licensor in writing of
its decision to not renew.

         2.2  TERMINATION  BY LICENSOR.  Licensor may terminate the provision of
Maintenance Services at any time, whereupon Licensee's Source Code License shall
commence.

         2.3 TERMINATION BILLING.  Licensor shall refund any prepaid charges for
Maintenance  Services  pro  rata  from  the  effective  date  of  any  permitted
termination.  Licensee shall pay any charges for Maintenance  Services  rendered
pro rata to the effective date of any permitted termination.

                                    Article 3
                                    CHARGES.

         Charges for  Maintenance  Services  shall be as stated in Section XVII.
Additional Consulting Services of the Agreement.


                                      -16-

<PAGE>

                                    Article 4
                            SERVICE RESPONSIBILITIES.

         4.1  MAINTENANCE.  Licensor  shall  provide  Licensee  the  maintenance
services  described  in this  Exhibit  and the  Agreement  with  respect  to the
Software  and  Source  Code,   including   providing   updates  and  corrections
("Maintenance Services"). Licensor shall correct all Errors reported by Licensee
by means of the  procedures  established by this Exhibit.  Maintenance  Services
shall be performed in a timely and professional manner by qualified  maintenance
technicians  familiar  with the  Software  and  Source  Code and its  operation.
Licensor shall provide, upon Licensee's request,  periodic reports on the status
of Maintenance Services requested by Licensee.

         4.2 SUPPORT AND RESPONSE TIME.

         (i) Licensor shall provide  telephone  support solely for the reporting
and correction of suspected Errors ("Support") Monday through Friday,  9:30 a.m.
to 5:30 p.m.,  Mountain Standard Time,  except Licensee  holidays  ("Maintenance
Period").  Licensor will also have personnel on call outside of the  Maintenance
Period during which time Licensee may request Maintenance Services.  Maintenance
Services,  both in and outside of the Maintenance  Period,  shall be provided as
set forth below.

         (ii) Licensor  shall provide to Licensee,  and keep current,  a list of
persons  and  telephone  numbers  ("Calling  List") for  Licensee to contact for
Support.  Such Calling List shall  include:  (1) the first person to contact for
the answer or  assistance  desired,  and (2) the  persons in  successively  more
responsible or qualified positions to provide the answer or assistance desired.

         (iii) If Licensee desires Maintenance Services,  Licensee shall contact
Licensor's  telephone  Support  service in  accordance  with the  Calling  List.
Licensor shall make best efforts to respond to Licensee's initial telephone call
with off-site telephone consultation,  assistance and advice relating to Support
of the  Software  within  thirty  (30)  minutes  of  Licensee's  first  call for
Maintenance  Services or, as to requests for assistance not involving  suspected
Class 1 or 2 Errors made outside of the Maintenance  Period,  within thirty (30)
minutes after the start of the next day occurring during the Maintenance  Period
and,  in any event,  Licensor  shall  respond  within two hours of such  allowed
response times. If Licensor fails to so respond; or if Licensee is unable, after
three or more calls within a fifteen  (15) minute  period,  to reach  Licensor's
telephone Support service;  or if the designated person from the Calling List is
not available when Licensee  makes contact with Licensor to obtain  consultation
and assistance, then Licensee shall attempt to contact the next more responsible
or qualified  person on the Calling List until  contact is made and a designated
person responds to the call.


                                      -17-

<PAGE>

         (iv) After Licensee  reports a suspected  Class 1 or 2 Error,  Licensor
shall provide a correction or  workaround  as soon as possible.  Licensee  shall
consult with  Licensor to convey the severity of the Error.  If Licensor has not
diagnosed and corrected a Class 1 or Class 2 Error on the same day as Licensee's
initial  telephone  call,  Licensee shall submit to Licensor a listing of output
and such other data as  Licensor  may  request and is  reasonably  available  to
Licensee in order to reproduce  operating  conditions  similar to those  present
when Licensee detected such Error.

         (v) For Class 1 Errors,  Licensor shall provide a workaround reasonable
in Licensee's  judgment,  or a correction,  in any event within three days after
receipt of output or other  documentation  of such Error.  Licensor shall,  upon
Licensee's request,  without limitation,  assign fully-qualified  technicians to
work with Licensee at Licensee's site without  interruption  (i.e., 24 hours per
day) until Licensor provides a workaround  reasonable in Licensee's judgment, or
a correction.

         (vi) For Class 2 Errors, Licensor shall provide a workaround reasonable
in Licensee's  judgment,  or a  correction,  in any event within five days after
receipt of output or other  documentation  of such Error.  Licensor shall,  upon
Licensee's request,  without limitation,  assign fully-qualified  technicians to
work with Licensee at Licensee's site during  Licensee's  regular business hours
until Licensor  provides a workaround  reasonable in Licensee's  judgment,  or a
correction.

         (vii)  For  Class 3  Errors,  Licensor  shall  correct  such  Error  by
modifying  the  Software  no later than the next  update,  unless  Licensor  has
scheduled  release of such update  less than  thirty (30) days after  Licensee's
notice, in which case Licensor shall correct the Error in the following update.

         4.3 UPDATES.  Licensor shall provide  Licensee updates to the Software,
whenever Licensor makes such updates generally available to its customers.

         4.4  CONTINUING  SUPPORT.  Licensee may decline to install an update or
upgrade Licensor offers. In such event,  Licensor shall continue the Maintenance
Services  for whatever  version of the  Software  that is installed at Licensee,
subject to Licensor's right to terminate this Maintenance agreement as permitted
in article 2.3  TERMINATION BY LICENSOR.  Licensor may charge  additionally  for
such Maintenance Services pursuant to Section XX Additional  Consulting Services
provided that  Licensee is more than one update or upgrade  behind and continues
to decline to install a prior update or upgrade that would cause the Software to
be in compliance with the Warranty.

         4.5  COMPATIBILITY.  Within  ninety (90) days after the  supplier of an
operating system ("OS") in use at a Permitted  Configuration Center makes a new,
upgraded  version or release of such OS generally  available  to its  customers,
Licensor shall deliver to Licensee,  upon Licensee's  request,  an update to the
Software and Source Code to ensure its  compatibility  with such new OS release,
or if no update is  necessary,  Licensor  shall so state to  Licensee in writing
within such ninety (90) days.  Licensor  may charge  Licensee  for such  upgrade
pursuant to Section XVII Additional Consulting Services. In such event, Licensee


                                      -18-

<PAGE>
shall  have the  exclusive  right to such  upgrade  and  Licensor  shall  not be
entitled to license, sell, market or distribute such upgrade to any third party.

         4.6 EARLY VERSION.  Licensor shall,  upon Licensee's  request,  provide
early  versions  of updates  or  upgrades  prior to general  release in order to
provide  development  feedback.  Licensee,  at its request,  will be included in
Licensor design  meetings  during the development  cycle and Licensor shall make
all  reasonable  efforts to  include  general  interest  features  suggested  by
Licensee and develop the  workpapers  and modules that Licensee  considers  most
important. Licensee may send a reasonable number of employees to attend end-user
group  meetings  sponsored by  Licensor.  Licensee  shall pay all  out-of-pocket
expenses associated therewith.

         4.7 TRANSITIONAL  SUPPORT. If the provision of Maintenance  Services to
the  Software  covered by this Exhibit is  terminated  by Licensor as allowed in
Article 2.3  TERMINATION BY LICENSOR,  Licensor shall give Licensee at least one
hundred and eighty (180) days' prior  notice,  whereupon the Source Code License
shall become effective.


                                    Article 5
                           LICENSEE RESPONSIBILITIES.

         5.1 SUSPECTED ERRORS. If Licensee  discovers any suspected Error in the
Software  Licensee  shall analyze the suspected  Error to determine if it is the
result of Licensee's misuse or  misunderstanding  of the Software before seeking
Licensor's assistance.

         5.2 LICENSEE RESPONSIBILITY.  In the event Licensor determines that the
problem reported by Licensee is directly related to unauthorized  alterations of
the Software by Licensee, then

         (i) Licensor may charge for employee time  expended in accordance  with
Section  XVII   Additional   Consulting   Services  in  addition  to  reasonable
out-of-pocket expenses.


                                      -19-

<PAGE>

                                 EXHIBIT C- NOTE

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  NOT BEEN  REGISTERED  UNDER TO
SECURITIES ACT OF 1933 (THE "ACT") OR STATE  SECURITIES  LAWS AND NO TRANSFER OF
THESE  SECURITIES  MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION  THEREFROM WITH RESPECT
TO WHICH THE  COMPANY  MAY,  UPON  REQUEST,  REQUIRE A  SATISFACTORY  OPINION OF
COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE
ACT.

As of July 1, 1997                                               $[text omitted]

Non-Interest Bearing
Promissory Note Due March 31, 1998,


         DataNet International, Incorporated, a California corporation (together
with its successors and assigns,  "Issuer"),  for value received hereby promises
to pay to  Computer-Aided  Software  Integration,  Inc., a Delaware  corporation
(together with its successors,  transferees and assigns,  "Noteholder"), by wire
transfer of immediately  available funds to an account  designated by Noteholder
by notice to Issuer the  principal sum of [text  omitted]  ("Note  Amount"),  as
provided herein.

         This Note (the "Note") is delivered  to  Noteholder  as payment in full
for the license fee (the "License Fee") for the licenses and rights  provided to
Issuer pursuant to that certain Amended and Restated License  Agreement dated as
of  the  date  hereof  by  and  between  Issuer  and  Noteholder  (the  "License
Agreement").  This  Note is an  amendment  and  restatement  of,  and  issued in
substitution  for, that certain Note of the Issuer dated April 30, 1997 in favor
of Noteholder in the principal amount of $[text omitted] (the "April Note"). The
execution  and  delivery  of this Note shall  render the April Note null,  void,
canceled,  terminated  and satisfied in all  respects,  and Issuer shall have no
liability in connection therewith or such execution and delivery.

         1. TERMS OF NOTE.  The Note Amount shall not accrue  interest and shall
be due and payable in two installments (the "First  Installment" and the "Second
Installment," respectively), payable in the amounts and on the dates as follows:

          Payment Date                                Principal Payment
          ------------                                -----------------

First
Installment:  October 31, 1991                        $[text omitted]

Second
Installment:  February 28, 1998                       $[text omitted]



                                      -20-

<PAGE>



; provided, however, that:

         (i)      in the event that Issuer in its sole discretion  consummates a
                  Qualified Financing (as hereinafter  defined) prior to payment
                  of  the  First  Installment,  the  first  $[text  omitted]  of
                  proceeds  of such  Qualified  Financing  shall be  immediately
                  applied to pre-payment of the Second Installment; and

         (ii)     in the event that Issuer in its sole discretion  consummates a
                  Qualified IPO (as hereinafter defined) prior to payment of the
                  Second  Installment,  the first $[text omitted] of proceeds of
                  such  Qualified  Financing  shall be  immediately  applied  to
                  prepayment of the Second Installment.

For purposes of this Note, (i) a Qualified  Financing  shall mean a subordinated
debt or equity financing  transaction or a series of subordinated debt or equity
financing  transactions  which yield gross  proceeds to the Issuer or any of its
subsidiaries  of at least  $1,000,000,  and (ii) a  Qualified  IPO shall mean an
initial  underwritten  offering  by the Issuer of its  securities  to the public
pursuant  to  a  registration  statement  filed  with  the  Securities  Exchange
Commission under the Securities Act of 1933, as amended.

         Whenever  any  payment of this Note shall be stated to be due on a day,
which is not a Business Day,  such payment shall be made on the next  succeeding
Business Day. For purposes of this Note,  "Business  Day" means any day except a
Saturday,  Sunday or other day on which commercial banks in the City of New York
are authorized by law to close.

         2. EVEN OF DEFAULT  DEFINED:  ACCELERATION  OF PAYMENT.  In case one or
more of the following  events ("Events of Default") (if it shall be voluntary or
pursuant to any final judgment,  decree or order of any court or any final order
of  any  administrative  or  governmental  body)  shall  have  occurred  and  be
continuing:

         (a)  Failure  on the part of Issuer to pay any  installment  under this
Note when due at  maturity,  upon  acceleration  or  otherwise  and such default
continues  for a period of more than  thirty  (30) days  after the date on which
written notice specifying such failure, stating that such notice is a "Notice of
Default"  hereunder and demanding  that Issuer remedy the same,  shall have been
given by registered or certified mail, return receipt requested, to Issuer; or

         (b)  Material  failure on the part of Issuer duly to observe or perform
any of the material  covenants or agreements on the part of Issuer  contained in
the License Agreement, for a period


                                      -21-

<PAGE>



of thirty  (30) days  after the date on which  written  notice  specifying  such
failure,  stating  that such  notice  is a "Notice  of  Default"  hereunder  and
demanding  that Issuer  remedy the same,  shall have been given by registered or
certified mail, return receipt requested, to Issuer; or

         (c) A material  final  judgment or order (not covered by insurance) for
the payment of money in excess of  $500,000  shall be  rendered  against  Issuer
(treating any  deductibles  as not so covered) sill rendered  against Issuer and
such judgment or order shall  continue  unsatisfied,  unstayed or unappealed (by
filing  of  motion  after  judgment  or order or  filing  of  appeal  to  higher
governmental authority) for a period of 30 days; or

         (d) Issuer makes an assignment  for benefit of creditors  involving all
of its assets; or

         (e) Issuer  pursuant to or within the meaning of title 11, U.S. Code or
any succeeding federal law ("Bankruptcy Law"):

                  i)   Commences a voluntary  case or  proceeding,  which is not
dismissed within ninety (90) days of commencement,

                  ii)  Consents  to the entry of an order for relief  against it
effectuating  the  transfer  of all of its  assets  in an  involuntary  case  or
proceeding,  unless such case or proceeding is dismissed within ninety (90) days
of commencement, or

                  iii) Consents to the  appointment  of any  receiver,  trustee,
assignee for the benefit of creditors,  liquidator or similar official under any
Bankruptcy Law (a  "Custodian")  for it or for all or  substantially  all of its
property, which Custodian is not removed within ninety (90) days of appointment,
or

                  iv)  A court of competent jurisdiction enters a final order or
decree under any Bankruptcy Law that:

                  v)   Is for relief against Issuer effectuating the transfer of
all of its assets in an  involuntary  case or  proceeding,  unless  such case or
proceeding is dismissed within ninety (90) days,

                  vi)  Appoints a Custodian  of Issuer for all or  substantially
all of the property of Issuer, which Custodian is not removed within ninety (90)
days of appointment, or

                  vii) Orders the complete  liquidation  of all of the assets of
Issuer,

         And such order or decree  remains  unstayed or unappealed (by filing of
motion  after  judgment  or order or filing  of  appeal  to higher  governmental
authority) and in effect for 60 days;


                                      -22-

<PAGE>


         Then,  (i) in each case where a material Event of Default occurs (other
than a  material  Event of  Default  under  Section  3(e) or 3(f)  hereof),  the
Noteholder,  by thirty (30) days notice in writing to Issuer (the  "Acceleration
Notice"),  may declare the aggregate Note Amount to be due, and upon the passage
of such thirty (30) days, the same shall become due; provided that if a material
Event of Default under Section 3(e) or 3(f) occurs, the Note Amount shall become
and be immediately  due upon receipt of written notice of such default to Issuer
on the part of the  Noteholder.  Subject to Section 7 below,  the Noteholder may
exercise  this option to accelerate on the terms of this Note during any default
by Issuer regardless of any prior forbearance.

         Upon the  occurrence of, and during the  continuation  of, any material
Every of Default (or, in the case of those Events of Default with  allotted cure
periods,  upon  expiration of the allotted cure period of such material Event of
Default)  the  principal  amount of this Note shall bear  interest  at a rate of
[text omitted]% per annum (the "Default Interest").

         3.  DEFAULT  BY  NOTEHOLDER  OR  GLASGAL.   If  Noteholder  or  Glasgal
Communications,  Inc. or any of its  subsidiaries  or affiliates  (collectively,
"Glasgal")  breaches the License  Agreement or any other  agreement by and among
Issuer  and  Noteholder  and/or  Glasgal,  then this Note  shall be  immediately
rendered null,  void,  canceled,  terminated and satisfied in all respects,  and
Issuer shall have no liability in connection  therewith after such execution and
delivery.

         4. PREPAYMENT.  The Issuer may prepay the unpaid  principal  balance of
this Note in whole or in part, without penalty at any time. The principal amount
of this Note may be prepaid only in cash.

         5.  TRANSFER.  This Note is assignable and  transferable  by Noteholder
only with the consent of Issuer and only upon  compliance with the provisions of
Section 2 above, and by Issuer with Noteholders consent.

         6. NO WAIVER. No failure on the part of Noteholder to exercise,  and no
delay in exercising,  any right hereunder shall operate as a waiver thereof; nor
shall any single exercise of any right  hereunder  preclude any other or further
exercise  thereof or the  exercise of any other right  hereunder.  The  remedies
herein  provided have been  negotiated by the parties,  are  cumulative  and are
exclusive of any other remedies provided by law.

         7. NO  COLLECTION.  Notwithstanding  any provision of Section 3 of this
Note, the License Agreement or otherwise, no suit may be brought to collect this
Note or for payment of the License Fee; instead,  Noteholder shall only be able,
and its


                                      -23-

<PAGE>



exclusive  remedy  for any  default  under  this Note or the  failure to pay the
License Fee shall be to apply the entire amount due hereunder to payment for the
Common  Stock  of the  Issuer  pursuant  to the  terms of that  certain  Warrant
Agreement of even date herewith by and between the Issuer and the Noteholder.

         8. AMENDMENT. No amendment or waiver of any provision of this Note, nor
consent to any departure by the Issuer herefrom, shall in any event be effective
unless  the same  shall be in writing  and  signed by  Noteholder  and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given.

         9.  MISCELLANEOUS.  This Note shall be governed by and be  construed in
accordance  with  the laws of the  State of  California  without  regard  to the
conflicts of law rules of such state. Issuer hereby assents to extensions of the
time of payment,  or forbearance or other indulgence without notice. The Section
headings herein are for convenience  only and shall not affect the  construction
hereof.  After  delivery  of an  indemnity  in  form  and  substance  reasonably
satisfactory to Issuer,  Issuer agrees to issue a replacement  Note if this Note
has been lost, stolen, mutilated or destroyed.

         10. NOTICES.  All notices,  requests and other communications to either
party  hereunder  shall be in writing by nationally  recognized  overnight  mail
carrier,  certified  mail,  return  receipt  requested or facsimile and shall be
given,

         If to Issuer to:

         Data Net International, Incorporated
         1304 John Reed Court
         City of Industry, California 91745
         Attn:  Maxwell Riazi
         Fax:   (805) 492-4294

         If to Noteholder:

         Computer-Aided Software Integration, Inc.
         c/o Glasgal Communications, Inc.
         20C Commerce Way
         Totowa, New Jersey 07512
         Attention:  Chief Financial Officer
         Telephone:  (201) 890-4800
         Fax:        (901) 890-2888



                                      -24-

<PAGE>


         with a copy (which shall not constitute notice) to:

         Olshan Grundman Frome & Rosenzweig LLP
         505 Park Avenue
         New York, New York 10022-1170
         Attention:  Robert H. Friedman, Esq.
         Telephone:  (212) 753-7200
         Fax:        (212) 755-1467

         If to Glasgal

         Glasgal Communications, Inc.
         20C Commerce Way
         Totowa, New Jersey 07519
         Attention:  Chief Financial Officer
         Telephone:  (201) 890-4800
         Fax:        (201) 890-2888

         Any notice sent by nationally  recognized  mail carrier shall be deemed
to be delivered to the address shown on the mailing  receipt upon actual receipt
by the recipient.  Any notice sent by certified mail, return receipt  requested,
shall be deemed  to be  delivered  3 days  after  mailing.  Any  notice  sent by
facsimile  shall be deemed  delivered  upon the  receipt  by  sender of  written
confirmation of transmission so long as within 24 hours such notice is also sent
by regular mail to the appropriate address written above.

         IN WITNESS  WHEREOF,  Issuer has caused  this Note to be executed as of
the date first above written.

                                   DATANET INTERNATIONAL, INCORPORATED


                                   By:
                                       ---------------------------------
                                       Name:
                                       Title:

Agreed and Accepted:

Computer-Aided Software Integration, Inc.

By:
   ---------------------------------
   Name:
   Title:


Dated:
      ---------------------------------


                                       -25-

<PAGE>

                                    EXHIBIT D

                 "SCHEDULE OF SERVICE CLASSIFICATIONS AND RATES"

SERVICE TYPE                  JOB CLASS                    HOURLY RATE
Management Consulting         Principal                    $[Text Omitted]
Software Development          Programmer                   $[Text Omitted]
Technical Consulting          Consulting Engineer          $[Text Omitted]
Deployment                    Technician (Std Hours)       $[Text Omitted]
                              Technician (Overtime)        $[Text Omitted]
                              Technician (Holidays)        $[Text Omitted]





         The above rates reflect a preferred rate.

         The above rates may be adjusted by Licensor on each  anniversary of the
execution date of this Agreement,  upon at least 60 days prior written notice to
Licensee, to rates no higher than the lowest effective rate for each category of
Job  Class (or  functionally  equivalent  Job  Class)  charged  by  Licensor  to
Licensor's then most favored customers.

         The above  rates  shall be  adjusted  by  Licensor  one year  after the
execution date of this Agreement,  and shall thereafter continue to be adjusted,
as and when  necessary  to reduce  (but not  increase)  such rates to the lowest
effective  rate for each category of Job Class (or  functionally  equivalent Job
Class) then charged by Licensor to Licensor's then most favored customers.


                                      -26-