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

                               RESELLER AGREEMENT


         THIS RESELLER  AGREEMENT (the  "Agreement") is made effective as of the
15th day of September,  1997 by and between COMPUTER-AIDED SOFTWARE INTEGRATION,
INC.  ("CASI"),  a  Delaware  corporation,   and  DATANET  INTERNATIONAL,   INC.
("RESELLER"), a California corporation.

         A. CASI  markets and supports  certain  proprietary  computer  software
products that RESELLER  desires to use to provide  services to its Customers and
to market to third parties on a non-exclusive basis.

         B.  RESELLER  markets and supports  certain  hardware  and/or  software
products  and  systems  and is  knowledgeable  of the market  for CASI  products
therein.

         C. CASI and RESELLER  desire to enter into this  Agreement  authorizing
RESELLER to market,  distribute and support  CASI's  products upon the terms and
provisions stated herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
promises hereinafter set forth and of other good and valuable consideration, the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending legally to be bound, hereby agree as follows:

         1 DEFINITIONS.

         1.1 Products.  The term "Products" means authorized  copies of the CASI
computer  software  programs (in object or source code as stipulated  below) and
related  Documentation (as defined in Section 1.2 hereof) described in Exhibit A
attached hereto and incorporated by reference herein.

         1.2 Documentation.  The term "Documentation" means all user manuals and
other written  materials to be prepared by and provided by CASI to RESELLER (for
redistribution  to  Customers)   describing  the  installation,   operation  and
maintenance of the Products,  including without  limitation,  technical manuals,
user manuals, bug reports,  enhancements,  upgrades, updates, sequels, technical
bulletins.

         1.3 Customer.  The term "Customer" means a person or entity,  which has
either  indicated  to RESELLER an interest in  acquiring  one (1) or more of the
Products for use, or is a Licensee and end-user of a Product.


<PAGE>
         1.4 Licensee.  The term "Licensee"  means any Customer to whom RESELLER
has granted a license to use one (1) or more of the Products in accordance  with
Article  6 of this  Agreement  pursuant  to a  License  Agreement.  

         1.5 License  Agreement.  The term "License  Agreement"  means a license
agreement  between  RESELLER  (as  sublicensor  hereunder)  and a Licensee (as a
sublicensee to the RESELLER hereunder) substantially in the form attached hereto
as Exhibit B.

         1.6 Trial License Agreement. The term "Trial License Agreement" means a
trial license  agreement  between  RESELLER and a Licensee  substantially in the
form  attached  hereto as Exhibit  C, under  which a  Customer  is  provided  an
opportunity  to test the  Product  without  charge (or at minimal  charge) for a
limited time.

         1.7 Source Code. The term "Source Code" means the complete  instruction
set for the  Products,  including  all comments  and  procedural  code,  such as
compilation  switches and job control  language  statements and a description of
the system/program  generation  procedure,  in a form intelligible to RESELLER's
human  programmers  and capable of being  readily and easily  translated by them
into object code for execution on computer equipment through minimal assembly or
compiling,  together  with all necessary or proper  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.

         1.8 Derivative  Work. The term  "Derivative  Work" means a work that is
solely based on one or more preexisting works, such as a revision,  enhancement,
modification,  translation,  abridgement,  condensation, expansion, or any other
form in which such preexisting works may be recast, transformed, or adapted, and
that, if prepared  without  authorization  of the owner of the copyright in such
preexisting  work,  would  constitute  a copyright  infringement.  For  purposes
hereof, a Derivative Work shall also include any compilation  that  incorporates
such a preexisting work if no significant alteration is made to such preexisting
work in including it in the Derivative Work.  Unless otherwise  provided in this
Agreement,  all references to the Products include any Derivative Works provided
by Licensor or made by RESELLER hereunder.

         2 APPOINTMENT OF RESELLER.

         2.1 Grant of Certain Rights.

         (a) CASI hereby grants to RESELLER,  and RESELLER hereby  accepts,  the
non-exclusive   worldwide  right,  subject  to  the  other  provisions  of  this
Agreement,  (i) to use and  modify  the Source  Code to the  Products  to create
Derivative Works of the Products incorporating  modifications,  enhancements and
custom  configurations of the Products,  (ii) to use the Products and Derivative
Works,  in Source Code and Object Code form,  to provide  services to RESELLER's
Customers and sublicensees and (iii) to market, distribute,  license and support
the Products and Derivative Works, in object-code form, to RESELLER's  Customers

                                      -2-
<PAGE>

and  sublicensees.  Notwithstanding  anything  herein to the  contrary,
RESELLER's  rights to the Source Code shall only become  effective  in the event
RESELLER is entitled to receive the Source Code pursuant to the Restated License
(as  defined  below).  

         (b) RESELLER  acknowledges that CASI shall have the unrestricted  right
to market,  distribute  and  support  the  Products  (except in those  exclusive
territories as set forth in the Amended and Restated License  Agreement  entered
into  between  the parties  hereto and Glasgal as of the date of this  Agreement
("Restated  License")),  directly and through authorized third parties,  without
any  obligation to RESELLER under this  Agreement,  unless  otherwise  agreed in
writing  by CASI.  Notwithstanding  the  above,  CASI  shall not enter  into any
agreement  with a third party which  provides for the right to license or resell
the  Products  in the  countries  comprising  Asia,  the Pacific  Rim,  Japan or
Australia  without  allowing  RESELLER  a first  right of  refusal  to create an
agreement  with such third party as a distributor  and/or sub-  licensee  and/or
first offering  RESELLER the right to license or resell on terms and conditions,
including  price,  equivalent  to those  contained in the  proposed  third party
agreement.

         (c)  RESELLER  shall have the  right,  without  charge,  to use one (1)
limited  evaluation copy of each Product for  demonstration  purposes during the
term hereof.  Such copy shall be restricted  to use for internal  testing of the
product,  training  of  Reseller  employees,  or  demonstration  to  prospective
Customers,  and shall be subject  to the terms and  conditions  (other  than the
payment terms) of the Trial License Agreement.  In addition to the provisions of
the License Agreement,  Reseller agrees that it will not use the evaluation copy
on behalf of, or for use by, any Customer,  or receive any monetary compensation
from any third party for the use directly or indirectly of the evaluation  copy.
Any use of the  evaluation  copy in  support  of, or  directly  applied  to, the
provision of  integration  services  shall be a violation of sections 6 and 7 of
this Agreement.

         (d) RESELLER shall have the right to engage  sub-distributors to market
and distribute the Products,  in object code form only, under the same terms and
conditions contained in this Agreement;  provided,  however, that RESELLER shall
have no right to engage  sub-distributors  without  CASI's  consent  unless such
sub-distributor   qualifies   under   the   following   terms:   the   potential
sub-distributor (or any predecessor or affiliated entity thereto) (i) shall have
been in the computer technology integration business for not less than three (3)
years;  and (ii)  shall have had annual  revenues  of not less than One  Million
Dollars ($1,000,000) in each of its last three (3) fiscal years.

         2.2  No  Agency  Relationship.  This  Agreement  does  not  create  any
relationship  of association,  partnership,  joint venture or agency between the
parties.  RESELLER agrees to conducts its business as an independent contractor.
RESELLER  agrees  not to  display  or use the  name  "CASI"  or  "COMPUTER-AIDED
SOFTWARE  INTEGRATION"  or any mark or symbol  used by CASI in  identifying  the
Products  (or permit or  authorize  the same to be  displayed or used) except as
specifically provided in Section 8.1 of this Agreement.  RESELLER further agrees
(i) not to assume, create or enter into any obligation,  agreement or commitment
on behalf of, or for the account of, CASI or obligate  CASI in any manner  other
than as stipulated in this Agreement and (ii) to assume sole  responsibility for
all expenses incurred by RESELLER in


                                       -3-

<PAGE>

performing  its duties under this  Agreement,  unless such expenses are made for
the purpose of performing  obligations required to be but not actually performed
by CASI hereunder.

         3 UNDERTAKINGS OF CASI.

         3.1 Duties of CASI.  CASI  agrees to provide to  RESELLER,  from CASI's
principal place of business,  Maintenance Services,  the materials and technical
assistance set forth herein and in Section XVII.  Additional Consulting Services
of the Restated  License,  pursuant to the terms and conditions of such Restated
License.

         (a)  Copies  of  all  necessary  or  appropriate  Product  corrections,
enhancements   and  new  releases   which  CASI  makes   available  for  general
distribution to Licensees  enrolled in CASI's  maintenance  plans, in Object and
Source Code form, for  reproduction  and  distribution  (in Object Code only) to
Customers  pursuant to Article 4 hereof and for the other  purposes set forth in
Section  2.1(a)  hereof,  as  well as any  other  enhancements  or new  releases
necessary  to allow  RESELLER  to  obtain  the full  benefit  of the  rights  it
bargained for hereunder;

         (b)  Copies  of  all  promotional  materials,   suggested  price  lists
(including  pricing for additional  promotional  materials) and other  materials
which  CASI may  hereafter  develop  from  time to time to  assist  RESELLER  in
marketing the Products, for use by RESELLER pursuant to Article 4 hereof;

         (c) Necessary  and  appropriate  "second  level"  technical  support by
telephone  to  RESELLER's  designated  personnel  concerning  the  installation,
operation  and  maintenance  of the Products in cases where  RESELLER is unable,
after  using  reasonable  commercial  efforts,  to resolve a  technical  problem
encountered by a Licensee or Customer (with such second level technical  support
to  include,  but not be  limited  to,  providing  emergency  bypasses  to solve
technical  problems and fixing program errors as identified by RESELLER),  along
with all technical support and marketing support required under the CASI License
Agreement (as defined herein).

         3.2 Product Standards.  CASI shall provide to RESELLER a new version of
each Product at the time that such  version is released  for general  commercial
distribution.  CASI reserves the right at any time to modify, revise, replace or
reconfigure  any of the Products (so long as it is in a manner  compatible  with
and does not degrade  the  performance  of the prior  version of the Product and
which does not require  significant effort from RESELLER in order to prepare for
general commercial use with the Customers or sublicensees of RESELLER).

         3.3 Product Warranty.

         (a) CASI  warrants  for a period of twelve (12)  months  after the date
hereof, for RESELLER's benefit alone, that each Product, as originally delivered
(or, if subsequently  modified by CASI, then in regard to each such modification
as well) and when operated with the equipment configuration and in the operating
environment  of a Permitted  Configuration  Center,  as defined in the  Restated



                                                        -4-

<PAGE>



License,   will  perform  in  accordance   with  the  technical  and  functional
specifications set forth in the Documentation for such Product provided by CASI.
CASI does not warrant that each Product will be error-free in all circumstances.
In the event of any  defect  or error,  RESELLER  agrees  to  provide  CASI with
sufficient  information  to allow  CASI to  reproduce  and  repair the defect or
error. As RESELLER's primary remedy for any defect or error in a Product covered
by such warranty, CASI will correct such errors or defects at CASI's facility by
promptly  issuing  corrected  instructions,  a  restriction,  or  a  bypass,  in
accordance  with its'  obligation for  Maintenance  Services,  as defined in the
Restated  License.  CASI is not responsible for any defect or error not reported
during  the  warranty  period  (unless  such  defect  or  error  did not come to
RESELLER's  attention  until after due use and examination of the Product during
said  warranty  period) or any defect or error in a Product  which  RESELLER has
modified, misused or damaged in a manner causing the error or defect.

         (b) EXCEPT AS OTHERWISE  PROVIDED IN THIS SECTION 3.3,  CASI  DISCLAIMS
ALL  WARRANTIES,  INCLUDING,  WITHOUT  LIMITATION,  ANY  IMPLIED  WARRANTIES  OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS PROVIDED IN THIS
AGREEMENT,  IN NO  CASE  SHALL  EITHER  PARTY  BE  LIABLE  FOR  ANY  SPECIAL  OR
CONSEQUENTIAL  DAMAGES,  UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT,  INCLUDING,
WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR OPERATION OF THE PRODUCTS,  DELAYS IN DELIVERY OR REPAIR,  LOSS OF USE OF
THE PRODUCTS,  OR DAMAGE TO ANY  DOCUMENTS OR OTHER  PROPERTY OF RESELLER OR ITS
LICENSEES,  EXCEPT IN THE CASE OF WILFUL  MISCONDUCT.  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  amounts  paid by
RESELLER under this Agreement.  Notwithstanding the foregoing, CASI (i) warrants
that RESELLER will not be required to obtain any  third-party  software in order
to operate  the  Products  other  than that  which is set forth in the  Restated
License;  (ii) warrants that the documentation and technical  materials provided
by CASI to RESELLER  will be accurate and complete;  (iii)  warrants that it has
not placed,  nor is it aware of, any  disabling  code in the  Products or Source
Code which would  alter,  destroy,  or inhibit any use of the Products or Source
Code or the data contained  therein;  (iv) covenants and agrees that it will not
terminate or attempt to terminate,  by modem or by electronic  means or by other
means,  use of the Products by RESELLER in connection with any dispute;  and (v)
warrants  that the  Products are 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 Products
to  cease  operating,  to  operate  incorrectly  or  otherwise  fail to meet its
documentation.

         4 UNDERTAKINGS OF RESELLER.

         4.1 Duties of RESELLER.  RESELLER agrees to promote, market, distribute
and support the Products as set forth below and agrees,  in  furtherance  of the
foregoing:


                                       -5-

<PAGE>

         (a) To identify and contact  Customers in person, by telephone or using
direct  mailings,  to  demonstrate  the  Products  to  Customers  and to  advise
Customers   on   the   selection,   use,   functionality,   specifications   and
price/performance  characteristics  of  the  Products  in  accordance  with  the
Documentation;

         (b) To market and distribute the Products only under License Agreements
in accordance with Article 5 hereof;

         (c)  To  provide  reasonable  "first  level"  technical  assistance  to
Customers and Licensees  concerning the installation,  operation and maintenance
of the Products;

         (d) To distribute corrections and enhancements prepared by CASI to, and
new releases of, the Products to Licensees;

         (e) To remit  promptly all amounts due to CASI  pursuant to Section 9.1
hereof;

         (f) To maintain records concerning the name,  address,  contact person,
e-mail address, telephone and telefax number of all Customers and Licensees;

         (g) To provide CASI with the periodic reports  described in Section 9.2
hereof;

         (h) To maintain an adequate  number of  experienced  personnel  who are
properly trained and certified by CASI to promote,  license,  install,  maintain
and otherwise support the Products; and

         (i) To notify CASI promptly of any Product defects or other  unresolved
technical  problems  concerning  the  installation,  use, or  performance of the
Products.

         4.2 Standard of Performance. RESELLER shall use commercially reasonable
efforts  to  perform  each of the duties  described  in Section  4.1 hereof in a
commercially  reasonable  manner that  reasonably  preserves and protects CASI's
business reputation and all of its proprietary rights in the Products.

         4.3 Certain  Covenants.  RESELLER  agrees not to make any warranties to
any third party  concerning  the  Products  which are in excess of the  warranty
provided  to  RESELLER  by  CASI  hereunder,  except  to the  extent  that  such
warranties  relate to features of Derivative Works not contained in the original
Products, for which RESELLER will be responsible.

         4.4 Indemnification. Unless any of the following bases for liability on
the part of RESELLER arise due to information,  guidance or Products provided to
RESELLER by CASI,  or arise as a result of a breach by CASI of its'  obligations
under this Agreement or the Restated  License,  RESELLER agrees to indemnify and
hold CASI harmless from and against any and all


                                       -6-

<PAGE>

claims,  liabilities,  costs and expenses  (including  reasonable legal fees and
costs), up to its limit of liability set forth in Section 3.3(b) above,  arising
out of (i) the improper installation,  support or maintenance of the Products by
RESELLER or its employees or agents, (ii) any  misrepresentations by RESELLER or
its  employees  and agents in respect of the  Products,  (iii) any  violation by
RESELLER  of any  of  the  material  provisions  of  this  Agreement,  (iv)  any
negligent,  wrongful or intentional acts or omissions on the part of RESELLER or
its  employees  and  agents or (v) any  warranty  or other  claim  arising  from
Customers' use or inability to use Derivative Works made by or for RESELLER.

         5 Reproduction of Products.

         5.1  RESELLER may make copies of the master copy of the Product for the
purpose of marketing and  distributing  such Product to a Customer.  Such copies
may be distributed or furnished to a Customer only if RESELLER and Customer have
executed a License Agreement in compliance with the provisions of Section 6.1 of
this Agreement.

         5.2  RESELLER  agrees  not to  remove  any  copyright  notice  or other
proprietary  markings  from the master copy of any  Product,  and each copy of a
Product  shall  contain  the same  copyright  notices and  proprietary  markings
contained in or appearing on the master copy of such Product.  All copies of the
Product  or  Documentation  licensed  to the U.S.  Government  shall  contain an
appropriate   "Restricted  Rights"  or  "Limited  Rights"  legend  according  to
applicable U.S. government regulations.

         5.3 Except as  provided  in this  Agreement  or the  Restated  License,
RESELLER  agrees not to  duplicate or  reproduce,  directly or  indirectly,  any
master copy or any copy of a Product derived therefrom in whole or in part.

         6 PRODUCT LICENSES.

         6.1  Licensing.  RESELLER is authorized  to sublicense  the Products to
Customers.  Each Product License Agreement shall be a signed instrument  between
RESELLER and a Customer.  RESELLER agrees not to make the Products  available to
any Customer unless and until such Customer shall have executed and delivered to
RESELLER a signed License  Agreement  (except that RESELLER shall substitute its
name for  CASI's  in such an  agreement),  and  RESELLER  shall  have  accepted,
executed and delivered such License  Agreement.  RESELLER shall  thereafter make
Products  available to such Customer  only in accordance  with the terms of such
License Agreement.

         6.2  Enforcement  of  License   Agreements.   RESELLER  agrees  to  use
commercially  reasonable  efforts,  without taking any legal actions, to enforce
each License Agreement under applicable law and to safeguard all material rights
(proprietary  or otherwise) of CASI in the Products.  RESELLER  agrees to notify
CASI  promptly  following  RESELLER's  receipt of any  material  legal notice or
service of process relating to any legal action relating to


                                       -7-

<PAGE>

the Products or to this Agreement. RESELLER agrees to institute any legal action
or other  proceedings or to enter into any compromise  without the prior written
consent of CASI.

         7 TRADE SECRETS AND PROPRIETARY INFORMATION.

         7.1 Proprietary Nature of Products.  (a) RESELLER  acknowledges  CASI's
claim that it is the owner (or is an authorized licensee) of the Products,  that
the Products are confidential in nature and not in the public domain,  that CASI
claims all intellectual and industrial property rights granted by law therein on
behalf of  itself or the  licensor(s)  and that CASI does not  hereby  grant nor
otherwise  transfer  any rights or  ownership of the Products to RESELLER or any
third party. Except as otherwise expressly permitted hereunder,  RESELLER agrees
not to copy or otherwise  reproduce any Product, in whole or in part, other than
as required  for  internal  use in order to provide,  or allow third  parties to
provide,  integration  services  to  Customers,  without  CASI's  prior  written
consent.  RESELLER further agrees to take all  commercially  reasonable steps to
ensure that no unauthorized persons shall have access to any of the Products and
that all authorized persons having access to the Products shall refrain from any
such  disclosure,  duplication or reproduction  except to the extent required in
the performance of RESELLER's duties under this Agreement.  Notwithstanding  the
above,   CASI   acknowledges  that  each  Derivative  Work  which  is  developed
exclusively by or for RESELLER hereunder,  whether by RESELLER's personnel or by
CASI as in its  performance  of CASI  Services  hereunder,  shall  be  owned  by
RESELLER;  provided,  however,  that  RESELLER  shall own only the new  material
embodied in such Derivative Work and not any preexisting  material  (unless such
preexisting material has become part of the public domain or does not constitute
a material element of the Derivative  Work).  Each such Derivative Work shall be
assigned  a  unique  version  number  by CASI  and  shall  display  a  statement
indicating  ownership  and  copyright  of  appropriate  modules or  features  by
RESELLER.

         (b) RESELLER  agrees to accord the Products and all other  confidential
information  relating to this  Agreement at least the same degree and methods of
protection  as  RESELLER   undertakes  with  respect  to  its  own  confidential
information, trade secrets and other proprietary data.

         (c) Except as permitted by law, RESELLER agrees not directly or through
any agent or  intermediary,  to register,  apply for  registration or attempt to
acquire any legal  protection for any of the Products or any proprietary  rights
therein or to take any other  action  which  infringes  CASI's  right,  title or
interest in or to the Products in any jurisdiction.

         (d)  RESELLER  acknowledges  that,  in the event of a willful  material
breach by RESELLER of its  obligations  under this  Article 7, CASI may bring an
appropriate legal action to enjoin any such breach hereof, and shall be entitled
to recover from  RESELLER  reasonable  legal fees and costs in addition to other
appropriate relief.

         7.2  Notices  and   Legends.   All  copies  of  the  Products  and  the
Documentation  distributed  by RESELLER  shall retain the copyright  notices and
proprietary markings contained in or appearing on the master copy thereof


                                       -8-

<PAGE>

supplied  to  RESELLER  by  CASI;  provided,  however,  that  RESELLER  may  add
proprietary  markings  relating to Derivative Works to the extent such works are
owned by RESELLER.  All copies of the Products and Documentation licensed to the
United States  Government  shall contain an appropriate  "Restricted  Rights" or
"Limited  Rights"  legend  according  to  applicable  United  States  government
regulations.

         8 USE OF TRADE NAMES AND TRADEMARKS.

         8.1 Scope of Use.

         (a) RESELLER hereby acknowledges CASI's claim of ownership of the trade
names and marks "CASI", "COMPUTER-AIDED SOFTWARE INTEGRATION", and "INTEGRATOR'S
WORKBENCH PRODUCT SERIES",  each of the Product names and all related trademarks
and  service  marks.  RESELLER  further  acknowledges  that it shall  acquire no
interest  therein by virtue of this Agreement or the  performance by RESELLER of
its  duties  and  obligations  hereunder.  RESELLER  agrees not to use the names
"CASI" or "COMPUTER- AIDED SOFTWARE INTEGRATION", or any of the Product names or
marks (or any confusingly  similar name or symbol), in whole or in part, as part
of RESELLER's business or trade name.

         (b) CASI hereby  grants to RESELLER  during the term of this  Agreement
the non-exclusive,  worldwide limited right to use the proprietary Product names
and marks only in connection  with the  performance  of RESELLER's  duties under
this  Agreement.  RESELLER  agrees not to use such names or marks in  connection
with any other  products  or  services  other  than as in its  generic  sense to
describe the function of the products or services provided by Licensee.

         (c)  RESELLER  agrees to identify  CASI as the owner of the Products in
all  Documentation  and  promotional  material.   CASI  reserves  the  right  to
reasonably approve all material promotional material but only for the purpose of
ensuring that RESELLER  properly uses CASI's  proprietary  names and marks. Upon
termination of this  Agreement,  RESELLER  agrees and undertakes not to use such
proprietary names and marks.

         8.2 Protection Against Infringement. During the term of this Agreement,
RESELLER  agrees to notify CASI promptly of (i) any known use or registration by
third parties of any trade names or marks which might  infringe  CASI's trade or
Product  names or marks  and (ii) any  notice or claim of  infringement  against
RESELLER  based on or  resulting  from  RESELLER's  use of such names and marks.
RESELLER acknowledges and agrees that CASI shall have the sole right and duty to
protect  such  names and  marks  from a legal  action  or suit for  infringement
thereof.
                                       -9-

<PAGE>

         9 PRICE, PAYMENT AND REPORTS.

         9.1 Price and Payment.

         (a) RESELLER  shall pay CASI the license fees and CASI Service fees set
forth in the attached Exhibit D, which is hereby  incorporated by this reference
herein, on the terms set forth therein.

         (b) CASI  agrees to supply the  Products  for resale to  Licensees  and
Customers by RESELLER pursuant to Article 5 hereof at current list prices,  less
the  applicable  Product  discounts  specified  in  Exhibit  D. All  prices  are
exclusive of taxes,  shipping,  insurance and other charges,  and are subject to
change on not less than sixty (60) days'  written  notice to  RESELLER,  as more
specifically set forth in Exhibit D.

         (c) RESELLER agrees to pay CASI for each Product licensed to a Customer
not later than sixty (60) days after  delivery of such Product to such Customer,
so long as RESELLER has received payment from such Customer.

         (d) Past due amounts  shall accrue  interest  from the due date thereof
until paid in full,  at the prime rate as published in the Wall Street  Journal,
plus  two  percent  per  annum,  or the  maximum  rate  otherwise  permitted  by
applicable law, whichever shall be lower.

         (e) In the event that  RESELLER  shall,  at any time,  be in arrears on
payments in excess of $200,000 owing to CASI or otherwise in material default of
this Agreement,  CASI may, upon one hundred and eighty (180) days' prior written
notice to RESELLER,  seek  whatever  remedies  are  available to it at law or in
equity, including the right to terminate, if RESELLER fails to cure such default
during such period.

         (f) In the  event  that any  License  Agreement  shall be  canceled  or
terminated  for any reason or CASI  breaches any of its  obligations  under this
Agreement  or the  Restated  License,  the amount  payable by  RESELLER  to CASI
hereunder shall be reduced  proportionately  based on payments actually received
and retained by RESELLER.

         9.2  Periodic  Reports.  Within  twenty (20) days after the last day of
each calendar month,  RESELLER agrees to prepare and transmit to CASI by telefax
a report stating the company name, address, contact name, phone number, Product,
hardware  manufacturer and model number,  operating system and release number of
each Product licensed, shipped or installed that month.

         9.3  Financial  Review.  CASI shall have the right,  during the term of
this  Agreement and for a period of one (1) year following  termination  thereof
through an independent third party ("CPA"), upon not less than fifteen (15) days
prior written  notice to RESELLER,  to conduct a review at RESELLER's  principal
business  offices of RESELLER's books and records relating to this Agreement and
to make copies thereof at CASI's expense.  If the results of such a review shall
disclose a deficiency  in amounts  payable by RESELLER to CASI in excess of five
percent  (5%) of the  amounts  actually  paid or  reported  as  payable  to CASI
hereunder  for any period which is so reviewed,  then  RESELLER  shall  promptly
reimburse CASI for such amounts and for the cost of such review,  including, but
not limited to, reasonable professional fees and travel expenses. The CPA shall


                                      -10-

<PAGE>

be one of the largest six  accounting  firms  which is not  currently  providing
service  to or has  provided  service  to CASI and shall  have  entered  into an
agreement with RESELLER  agreeing not to disclose any information of RESELLER to
CASI, except for the amount of deficiency. 

         10 TERM AND BREACH.

         10.1 Term of Agreement.  The term of this Agreement shall be perpetual,
commencing as of the effective date hereof.

         10.2 Breach by RESELLER. Notwithstanding the provisions of Section 10.1
hereof, CASI may seek whatever remedies are available to it at law or in equity,
including the right of  termination  at any time after the  occurrence of any of
the following events:

         (a)  Pursuant to a final  judgment  or order of a court with  competent
jurisdiction,  RESELLER is declared bankrupt, and such judgment or order 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;

         (b)  RESELLER  assigns  or  transfers  this  Agreement  or any  License
Agreement or Trial  Agreement or any of its rights to  obligations  hereunder or
thereunder,  without CASI's prior written consent,  which consent CASI shall not
unreasonably withheld;

         (c)  RESELLER  violates any material  provision of this  Agreement  and
fails to cure such  violation  upon one  hundred and eighty  (180) days  written
notice detailing the violation; or 

         (d)  RESELLER becomes insolvent.

         10.3 Termination by RESELLER. Notwithstanding the provisions of Section
6.1  hereof,  RESELLER  may  terminate  this  Agreement  at any time  after  the
occurrence of any of the following events:

         (a)  Pursuant to a final  judgment  or order of a court with  competent
jurisdiction,  CASI is declared  bankrupt,  and such  judgment or order  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; or

         (b) CASI assigns or transfers this  Agreement or any License  Agreement
or Trial Agreement or any of its rights to obligations  hereunder or thereunder,
without   RESELLER's  prior  written   consent,   which  consent  shall  not  be
unreasonably withheld; or

         (c)  CASI   violates   any  material   provision  of  this   Agreement.

         10.4 Continuing  Obligations.  No termination of this Agreement for any
reason  whatsoever  shall in any way affect the  continuing  obligations  of the
parties under  Sections  4.4,  7.1, 9.1 (but only as payments,  reports or other
obligations  for  any  prior  months  or the  then-current  month  during  which
termination occurs) and 10.4 hereof.


                                      -11-

<PAGE>

         11 GENERAL PROVISIONS.

         11.1 Complete  Agreement.  This  Agreement,  together with the Exhibits
hereto  and  the  Restated   License,   sets  forth  the  entire  agreement  and
understandings  between the parties  hereto with  respect to the subject  matter
hereof. This Agreement merges all previous  discussions and negotiations between
the parties and supersedes and replaces any and every other agreement, which may
have existed between CASI and RESELLER.

         11.2 Modification or Amendment.  Except to the extent and in the manner
specified in this Agreement,  any modification or amendment of any provisions of
this Agreement must be in writing and bear the signature of the duly  authorized
representative of each party.

         11.3 No Implied  Waivers.  The failure of either  party to exercise any
right or option it is granted herein, or to require the performance by the other
party hereto of any provision if this  Agreement,  or the waiver by either party
of any breach of this  Agreement  shall not  prevent a  subsequent  exercise  or
enforcement of such provisions or be deemed a waiver of any subsequent breach of
the same or any other provision of this Agreement.

         11.4 Assignability. Neither party shall sell, assign, transfer, convey,
delegate or encumber any of its rights,  duties or  obligations  hereunder,  and
shall not suffer or permit  any  encumbrance  thereof,  by  operation  of law or
otherwise,  without  the prior  written  consent of the other  party,  not to be
unreasonably withheld; provided, that each party reserves the right to assign or
transfer this Agreement or any of its rights, duties and obligations  hereunder,
to any of its direct or indirect subsidiary or affiliate.

         11.5 Notices.  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.

         11.6 Law Governing  Agreement.  The validity of this  Agreement and the
rights,  obligations  and relations of the parties  hereunder shall be construed
and determined under and in accordance with the substantive 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.


                                      -12-
<PAGE>

         11.7 Severability.  If any provision of this Agreement is determined by
a court of competent  jurisdiction  to be in violation of any  applicable law or
otherwise  invalid or  unenforceable,  such provision shall to such extent as it
shall be determined to be illegal,  invalid or  unenforceable  under such law be
deemed null and void, but this Agreement  shall  otherwise  remain in full force
and effect.

         11.8  Publicity.  RESELLER shall not publicize or disclose to any third
party by other means any of the terms or  provisions of this  Agreement,  or the
discussions  relating  thereto,  without  the prior  written  consent  of a duly
authorized officer of CASI, except as required by law.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized  representatives  as of the day and year first
above written.


CASI:                                      RESELLER:

COMPUTER-AIDED SOFTWARE                    DATANET INTERNATIONAL, INC.
INTEGRATION, INC., a Delaware              a California corporation
corporation



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. Cedar Dr.               Address:  1305 John Reed Court
          Suite 201                                  City of Industry, CA 91745
          Denver, CO 80228

Telephone: 303-987-3499                    Telephone: 818-968-9868
Fax:       303-987-3923                    Fax:       818-937-1986



                                      -14-

<PAGE>

                                LIST OF EXHIBITS

EXHIBIT A         Product

EXHIBIT B         Form of Customer License Agreement

EXHIBIT C         Form of Trial License Agreement

EXHIBIT D         Price and Quantity Terms





                                      -15-

<PAGE>



                                    EXHIBIT A

                                    PRODUCTS

1.    IWPS Configuration(TM)

CASI's IWPS  Configurator  products,  version 2.20 or higher.  IWPS Configurator
shall include all modules, tools and utilities produced by CASI for use with the
IWPS   Configurator   product  line  as  described  on  the  then  current  IWPS
Configurator Pricing Schedule.



                                      -16-

<PAGE>

                                    EXHIBIT B

                       FORM OF CUSTOMER LICENSE AGREEMENT

                        [To be provided at a later date]




                                      -17-

<PAGE>

                                    EXHIBIT C

                         FORM OF TRIAL LICENSE AGREEMENT

                        [To be provided at a later date]













                                      -18-


<PAGE>

                                    EXHIBIT D

                            PRICE AND QUANTITY TERMS

         A. RESELLER shall pay CASI for each License  Agreement  entered into, a
fee equal to the  suggested  retail  price set forth on CASI's then most current
IWPS  Configuration  Pricing Schedule,  minus the discount set forth immediately
below in Section B. CASI reserves the right to change the suggested retail price
of the IWPS  CONFIGURATOR,  upon  sixty  (60)  days'  prior  written  notice  to
RESELLER,  provided  that CASI hereby offers the IWPS  CONFIGURATOR  for sale to
RESELLER on terms,  including price, no worse than it offers such item to any of
its other customers,  licensees or distributors;  and provided further, that any
such price increase shall not, in the aggregate over the term of this Agreement,
exceed  125% of the lower of (i) its  suggested  retail  price as of the date of
this  Agreement,  or (ii) the price that is no worse  than  offered to its other
customers, licensees or distributors.

         B.  Discounts.  Discounts  for the IWPS  CONFIGURATOR  will be set on a
projected  annual  commitment  basis  for  sales  of the  Product  and  shall be
evaluated quarterly for performance; that is, the IWPS CONFIGURATOR discount for
each quarter will be set based on the RESELLER's ability to successfully achieve
at least 25% of its annual commitment each quarter based on the quantity of IWPS
CONFIGURATOR  products  sold  in  the  prior  quarter.  Notwithstanding  whether
RESELLER  achieves its quarterly  commitment,  the following  quantity  discount
schedule  shall  apply;  provided  that,  at the end of  each  annual  period  a
reconciliation  shall be done so that if RESELLER exceeds its Annual Commitment,
it shall receive a payment equal to the difference  between the higher  discount
percentage  applicable,  times the amount of all sales made, minus the discount,
times all sales made, already taken.

===========================================================================
     Annual Commitment                             Discount Per Unit
---------------------------------------------------------------------------
     0 to $250,000                                    [omitted]%
---------------------------------------------------------------------------
     $250,000 to $799,999                             [omitted]%
---------------------------------------------------------------------------
     $800,000 to $1,599,999                           [omitted]%
---------------------------------------------------------------------------
     $1,600,000 to $3,200,000                         [omitted]%
---------------------------------------------------------------------------
     Over $3,200,000                                  [omitted]%
===========================================================================


         For  the  twelve  (12)  month  period  commencing  on the  date of this
Agreement,  RESELLER agrees to an Annual Commitment of $[text omitted] to $[text
omitted].  The  parties  agree  to  negotiate  an  Annual  Commitment  for  each
successive twelve (12) month period, and appropriate  discounts related thereto;
provided that, in the event the parties fail to agree, the Annual Commitment and
discounts set forth above, or, as applicable, the most recently agreed to Annual
Commitment and discounts shall continue to apply to each successive period.


                                      -19-