EXHIBIT 10.3



                                       CENTURA Agreement No. 98-OEM-7088-INVU-00


                         LIMITED MANUFACTURING AGREEMENT
                                (Signature Pages)


Preamble:  The following are the signature  pages of an agreement  ("Agreement")
which consists of (i) the General Terms and Conditions and (ii) these  Signature
Pages.  The documents are referenced  together by the contract number and are to
be taken together and not separately.

IN CASE OF CONFLICT BETWEEN THE TERMS AND CONDITIONS  SPECIFIED IN THE SIGNATURE
PAGES BELOW AND THE GENERAL TERMS AND  CONDITIONS,  THE TERMS AND  CONDITIONS OF
THESE SIGNATURE PAGES SHALL CONTROL.

Notational  Convention:  Provisions of the General Terms and Conditions shall be
referred to as "Section XY(z) GTC". Provisions of these Signature Pages shall be
referred to as "Item A.B(c) SP".

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

1.       LICENSEE: For purposes of this Agreement, LICENSEE shall be the
         following organization at the designated address:

         Organization Name:                 INVU Services Limited

         Organized under the laws of:       England

         Headquarters Address:              The Beren, Blisworth Hill Farm
                                            Stoke Road
                                            Blisworth
                                            Northamptonshire NN7 3DB

         Telephone:  01604-859893           Fax: 01604-859902

2.       Territory:                         Worldwide.

3.       Effective Date of Agreement:       March 25, 1998

4.       Termination Date:                  March 24, 1999

5.       Programs:                          *SQLBase Desktop 1 -machine pack,
                                              Version 6.1.2
                                            *SQLBase Desktop 1 -machine pack,
                                              Version 7.0

                                            (*collectively known as the "Desktop
                                              Programs")



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                                            **SQLBase Server  (all  commercially
                                            available user levels as of the date
                                            of execution of this Agreement),
                                            Version  6.1.2
                                            **SQLBase Server  (all  commercially
                                            available user levels as of the date
                                            of execution of this Agreement),
                                            Version 7.0 (NT Only)

                                            ("collectively known as the "Server
                                            Programs")

6.       Initial Payment & Shipping Expenses:

         (i) Payment:  Upon execution of this Agreement and in consideration for
the  rights  granted  in Section 2 GTC,  LICENSEE  irrevocably  agrees to pay to
CENTURA the noncontingent, nonrefundable payment of (pound)77,000 (seventy-seven
thousand Pounds Sterling).  This sum is immediately due and payable and shall be
remitted  immediately  upon  execution of this  Agreement.  CENTURA will provide
LICENSEE  with two (2)  master  copies of each of the  Programs,  from which the
authorized copies can be manufactured by LICENSEE.

         (ii)  Shipping  Expenses:  All prices for any  Programs  acquired  from
CENTURA  hereunder shall be F.O.B.  point of origin and LICENSEE shall reimburse
CENTURA for any shipping expenses incurred under this Agreement.

7.       License Fees: The payment of (pound)77,000 specified in Item 6 SP above
shall  be  considered  a  one-time  payment  in full  for  LICENSEE's  right  to
manufacture  and  distribute  copies of the Programs as follows,  subject to the
terms of this Agreement:

         (a) Of such amount of (pound)77,000,  an amount of (pound)60,000  shall
be considered a one-time payment in full for LICENSEE's right to manufacture and
distribute  copies of the Desktop  Programs to a maximum of six thousand (6,000)
PC  Workstations  for use in  conjunction  with and as an embedded  component of
LICENSEE's "Invu SOLO" Application only;

         (b) Of such amount of (pound)77,000,  an amount of (pound)15,000  shall
be considered a one-time payment in full for LICENSEE's right to manufacture and
distribute  copies of the Desktop  Programs to a maximum of six hundred (600) PC
Workstations  for  use in  conjunction  with  and as an  embedded  component  of
LICENSEE's "Invu PRO" Application only; and

         (c) The remaining  (pound)2,000  shall be considered a one-time payment
in full for LICENSEE's right to manufacture and distribute  copies of the Server
Programs  to a  maximum  of  one  hundred  (100)  PC  Workstations  for  use  in
conjunction with and as an embedded component of LICENSEE's "Invu PRO (Network)"
Application only.

For purposes of this Agreement a "PC Workstation"  shall mean any PC workstation
(i) on which the applicable Program (or components  thereof) is/are manufactured
and  distributed by LICENSEE to its internal and/or  external  customers  and/or
(ii) any PC workstation  that is  concurrently  connected at any one time to any
applicable Program manufactured and/or distributed


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by LICENSEE  and/or (iii) that  accesses  any  applicable  Program  manufactured
and/or distributed by LICENSEE subject to the terms of this Agreement.

LICENSEE  shall  have the  right to make a  reasonable  number  of copies of the
Programs  solely for LICENSEE's  demonstration  and/or  evaluation use with it's
Application at no charge to LICENSEE.

8.       Application:  For  purposes of this  Agreement  the  Application  shall
mean LICENSEE's "Invu SOLO", "Invu PRO" and "Invu PRO (Network Edition) software
application  products  and by whatever  name such  products  become known in the
future.

9.       Other Terms:

         (a) Grant of License Restriction (Desktop Programs): LICENSEE's use and
distribution of the Desktop  Programs is strictly  limited to use in conjunction
with and as an  embedded  component  of  LICENSEE's  "Invu  SOLO" and "Invu PRO"
Applications only; furthermore LICENSEE agrees that it shall not (nor permit any
third party to) access the following components of the Desktop Programs:

                  (i)      Stored Procedures and Triggers
                  (ii)     External Functions
                  (iii)    SQI-Console (SQLCON*.EXE)
                  (iv)     SQI-Talk (SQLTALK.EXE)
                  (v)      Database Monitor (SSM.EXE)
                  (vi)     Connectivity Administrator (CFGWI*.EXE)
                  (vii)    SQLEdit (SQLEDIT.EXE)
                  (viii)   ODBC (SQLODBW.DLL)
                  (ix)     Views
                  (x)      Partitioned Databases
                  (xi)     Stored Commands.

         (b) Grant of License Restriction (Server Programs):  LICENSEE's use and
distribution  of the Server  Programs is strictly  limited to use in conjunction
with and as an embedded component of LICENSEE's "Invu PRO (Network)" Application
only;  furthermore LICENSEE agrees that it shall not (nor permit any third party
to) access the following components of the Server Programs:

                  (i)      Stored Procedures and Triggers
                  (ii)     External Functions
                  (iii)    ODBC (SQLODBW.DLL)
                  (iv)     Views
                  (v)      Stored Commands.



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         (c) Additional  License  Grant:  CENTURA  further  grants  LICENSEE the
right  to  distribute  the  manufactured  copies  of the  Programs  through  its
resellers for further transfer to End Users and only for use in conjunction with
the Application.

         (d) Additional  PC  Workstation  Connections:  During  the term of this
Agreement,  and provided that LICENSEE is in  compliance  with it's  obligations
hereunder,  LICENSEE shall be eligible to acquire the right to  manufacture  and
distribute  additional  copies of the  Programs  (over  and above the  number of
copies  manufactured  and distributed in Item 7 SP above),  subject to the terms
and conditions of this Agreement.

In the event  that  LICENSEE  wishes to acquire  the  rights to such  additional
copies of the Programs,  LICENSEE  shall issue a purchase  order (or  equivalent
document  acceptable to CENTURA),  referencing  the terms and conditions of this
Item 9(d) SP, for the applicable nonrefundable,  noncontingent amount in License
Fees for such  additional PC  Workstation  connections,  in accordance  with the
following  License  Fee  Schedule  and  subject  to a  minimum  order  value  of
(pound)50,000 (fifty thousand Pounds Sterling).


License Fee Schedule
--------------------
License & Application                    Per PC Workstation
---------------------                    ------------------
                                         License Fee Due CENTURA
                                         ----------------------

Desktop for Invu SOLO                    (pound)10 (Ten Pounds Sterling)

Desktop for Invu PRO                     (pound)25 (Twenty-five Pounds Sterling)

Server for Invu PRO (Network)            (pound)20 (Twenty Pounds Sterling)


Amounts  due under  this Item 9(d) SP shall be  immediately  due and  payable to
CENTURA  and paid net  thirty  (30)  days  from  CENTURA's  invoice  date.  Upon
acceptance of each applicable purchase order (or equivalent document) by CENTURA
the rights to the  applicable  additional PC  Workstation  connections  shall be
deemed granted by CENTURA.

(e) Gold Support: Upon execution of this Agreement, and in consideration for the
provision  of Gold  Support  ("Gold  Support")  by  CENTURA  during  the  period
commencing March 25, 1998 and ending March 24, 1999 ("Support Period"), LICENSEE
irrevocably   agrees  to  pay  CENTURA  Gold  Support  fees  in  the  amount  of
(pound)7,500 (seven thousand five hundred Pounds Sterling). Such amount shall be
due and payable in four (4) instalments, as follows:

          (i)   (pound)1,875 due on or before March 25, 1998

          (ii)  (pound)1,875 due on or before June 25, 1998

          (iii) (pound)1,875 due on or before September 25, 1998; and

          (iv)  (pound)1,875 due on or before December 21, 1998.



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As of the date of  execution  of this  Agreement,  Gold  Support  comprises  the
following support services.

--   Multiple designated support contacts and one management contact at LICENSEE
     site

--   Queued access to a team of Technical Support Engineers

--   Target response time to telephone calls of:

               1 working hour maximum for priority one calls

               1.5 working hours maximum for priority two calls

               2 working hours maximum for lower priority calls

--   8.00 a.m. to 5.00 p.m. GMT and 9.00 a.m. to 6.00 p.m. CET service on Monday
     - Thursday

--   8.00 a.m. to 4.00 p.m. GMT and 9.00 a.m. to 5.00 p.m. CET service on Friday
     - closed on public holidays

--   Quarterly conference call review of customer activity and product alerts

--   Quarterly call tracking reports

--   Eligibility  to a fifteen  percent  (15%)  discount  from the list price of
     training  courses  scheduled  directly by CENTURA and booked  directly with
     CENTURA

--   Access to open support cases through CENTURA Web Site.

Provided,  however,  that CENTURA  reserves the right to modify the Gold Support
offerings specified herein at CENTURA's sole discretion.

(f) Grant of License (Payment): Upon execution of this Agreement,  Section 2 GTC
is hereby  modified  by adding  the  following  after the word  "Pages"  in line
eleven:

         "Notwithstanding the foregoing,  should LICENSEE fail to pay to CENTURA
         the License Fees due under Item 6 SP, all rights granted to LICENSEE in
         this Section 2 shall be immediately  canceled by CENTURA and any copies
         made by LICENSEE of the Programs shall be destroyed by LICENSEE at such
         time."

(g)  Representations  and Warranties by CENTURA to LICENSEE.  CENTURA represents
and  warrants to and for the benefit of LICENSEE  that to the best of  CENTURA's
knowledge, the Programs do not infringe any patent,  copyright,  trade secret or
any other proprietary right of any third party.

(h) Replacement of Section 7 GTC ("CENTURA's Liability") of the Agreement:  Upon
execution of this  Agreement,  Section 7 GTC is hereby deleted and replaced with
the following:

         "7.  Liability:

         (a)  Limitation of Liability.  EXCEPT AS SET FORTH IN SECTION 8(b) GTC,
EACH PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT FOR THE USE OR


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DISTRIBUTION  OF ANY PROGRAM  SHALL BE LIMITED TO  (pound)100,000  (ONE  HUNDRED
THOUSAND POUNDS STERLING) UNDER THE TERMS OF THIS AGREEMENT.

         (b) Exclusion Of  Consequential  And Other  Damages.  IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT  OF SUBSTITUTE  GOODS BY ANYONE,
NOR WILL  EITHER  PARTY BE  LIABLE  FOR ANY  SPECIAL,  INDIRECT,  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES,  INCLUDING LOST PROFITS,  HOWEVER CAUSED,  WHETHER FOR A
BREACH OF CONTRACT,  NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY
HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.  THE ESSENTIAL  PURPOSE OF
THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF CENTURA AND LICENSEE ARISING
OUT OF THIS AGREEMENT."

(i) Replacement of Section 8 GTC ("INDEMNITY") of the Agreement:  Upon execution
of this  Agreement,  Section  8 GTC is  hereby  deleted  and  replaced  with the
following:

         "8.  Indemnity:

         (a) Indemnity by LICENSEE:  LICENSEE SHALL  INDEMNIFY,  DEFEND AND HOLD
CENTURA HARMLESS FROM AND AGAINST ANY CLAIMS OR LAWSUITS,  INCLUDING  REASONABLE
ATTORNEY'S  FEES, THAT ARISE OR RESULT FROM THE USE, SALE OR DISTRIBUTION OF THE
APPLICATION  BY  LICENSEE,  ANY END USER OF  LICENSEE OR ITS  RESELLERS,  OR ANY
CLAIMS  BROUGHT  BY  LICENSEE'S  RESELLERS  OR ANY END USER OF  LICENSEE  OR ITS
RESELLERS.

         (b)  Indemnity by CENTURA:  CENTURA SHALL FULLY  INDEMNIFY,  DEFEND AND
HOLD  LICENSEE  HARMLESS  FROM AND  AGAINST  ANY CLAIMS OR  LAWSUITS,  INCLUDING
REASONABLE  ATTORNEY'S FEES,  ASSOCIATED WITH ANY CLAIM OR SUIT FOR INFRINGEMENT
OF ANY COPYRIGHT,  PATENT,  TRADE SECRET OR ANY OTHER  PROPRIETARY  RIGHT OF ANY
THIRD-PARTY AS A RESULT OF THE LICENSES GRANTED TO LICENSEE HEREUNDER."

IN WITNESS WHEREOF,  the parties hereby confirm that this Agreement is effective
at the date set forth above and that all terms and  conditions  have been agreed
to:


LICENSEE:                                    CENTURA:


Signature:                                   Signature:
          ------------------------                     -------------------------

Name:                                        Name:
          ------------------------                     -------------------------

Title:                                       Title:
          ------------------------                     -------------------------

Date:                                        Date:
          ------------------------                     -------------------------




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                                       CENTURA Agreement No. 98-OEM-7088-INVU-00


                         LIMITED MANUFACTURING AGREEMENT
                         (General Terms and Conditions)


Preamble:  The following  are the general  terms and  conditions of an agreement
("Agreement")  which consists of (i) these General Terms and Conditions and (ii)
the  Signature  Pages.  The documents  are  referenced  together by the contract
number and are to be taken together and not separately.

Notational Convention: Provisions of these General Terms and Conditions shall be
referred to as "Section XY(z) GTC".  Provisions of the Signature  Pages shall be
referred to as "Item A.B(c) SP".

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


1. PURPOSE OF THIS AGREEMENT: This Agreement is between Centura Software Limited
("CENTURA"),  an English  corporation,  with offices at Lunar House,  Fieldhouse
Lane,  Marlow,  Bucks SL7 ILW and the organization as specified in the Signature
Pages  ("LICENSEE").  This  Agreement  grants  to  LICENSEE  certain  rights  to
manufacture and distribute CENTURA's  proprietary software products specified on
the Signature Pages ("Programs")  subject to the payments,  terms and conditions
specified below.

2. Grant of License:  In consideration for the payments  specified In Sections 3
and 4 GTC and the other applicable provisions of this Agreement,  CENTURA grants
to LICENSEE,  during the term of this  Agreement,  the limited and  nonexclusive
right and license to manufacture and distribute  copies of the Programs only (a)
in the geographic region specified on the Signature Pages  ("Territory") and (b)
for use solely in  conjunction  with and as an embedded  component of LICENSEE's
application  software product specified on the Signature Pages  ("Application").
Such license may be further limited as specified on the Signature Pages.

LICENSEE's  distribution of the Programs (for use solely in conjunction with and
as an  embedded  component  of the  Application)  is  subject  to the  following
requirements:

         (i)      LICENSEE  shall  affix  a   valid  copyright  notice  on  such
                  Application;

         (ii)     LICENSEE must affix the CENTURA copyright notice In the "About
                  Box" or startup screen of the Application; other rights to use
                  CENTURA's  name, logo or trademarks may be granted by separate
                  agreement.

3. License  Fees:  LICENSEE  agrees to pay the License Fees  (including  initial
commitment or payments) specified on the Signature Pages.



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4. Payment:  All payments under this Agreement shall be made in U.S.  dollars or
other  currency as CENTURA may  designate.  The terms of any payment shall be as
specified  In the  Signature  Pages  and  subject  to credit  availability  from
CENTURA, at CENTURA's sole discretion.

5. Records and Review:  LICENSEE shall keep accurate records necessary to verify
compliance  with the licensing and payment terms of this  Agreement,  along with
reasonable  detail.  LICENSEE shall, with reasonable  advance notice,  make such
records  available to CENTURA for inspection and copying during normal  business
hours.

6. Support:  Unless  otherwise  specified in the Signature  Pages or by separate
agreement,  CENTURA  shall  have no  obligation  to  provide  support or Program
updates or upgrades to LICENSEE.

7. CENTURA's  Liability:  CENTURA'S  LIABILITY  UNDER THIS AGREEMENT IS STRICTLY
LIMITED TO THE AMOUNT PAID TO CENTURA HEREUNDER.

8. Indemnity:  LICENSEE SHALL  INDEMNIFY,  DEFEND AND HOLD CENTURA HARMLESS FROM
AND AGAINST ANY CLAIMS OR LAWSUITS,  INCLUDING REASONABLE  ATTORNEY'S FEES, THAT
ARISE OR RESULT FROM THE USE OR DISTRIBUTION OF THE APPLICATION.

9. Term of  Agreement:  This  Agreement  shall  commence on the  Effective  Date
specified on the Signature  Pages and shall expire on the date  specified In the
Signature Pages.  Provided,  however,  either party may terminate this Agreement
for a  material  breach  of this  Agreement  If at the end of a thirty  (30) day
period after  providing  the other party  written  notice  specifying a material
breach, the breaching party has not cured such breach.

10.  CENTURA's  Reservation of Rights and Remedies:  In addition to any specific
right or remedy  provided  for in this  Agreement,  CENTURA  reserves  all other
rights and remedies available in law or equity.

11.  Amendments:  This  Agreement  may not be  amended,  modified,  released  or
discharged,  amended or  modified in any  manner,  or any term or breach  waived
except by an  instrument  in writing  signed by a duly  authorized  official  of
LICENSEE and CENTURA.

12. Sale or Assignment: LICENSEE may not assign, transfer or delegate any of its
rights or duties  under this  Agreement  without  the prior  written  consent of
CENTURA.

13.  Entire  Agreement:  This  Agreement,   together  with  any  attachments  or
specifically  referenced documents or licenses,  sets forth the entire agreement
between  CENTURA and  LICENSEE  with  respect to the subject  matter  hereof and
supersedes  any  and  all  prior   agreements,   understandings,   promises  and
representations  made by either party to the other concerning the subject matter
hereof and the terms hereof.



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14.  Taxes: All charges In this Agreement are exclusive of U.K. Value Added Tax.

15.  Supplementary  Terms: The terms and conditions of this Agreement supplement
the terms and conditions  specified in the CENTURA Software Corporation Software
License Agreement which governs the use by LICENSEE of the Programs.


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                            Synergy Partner Agreement


1.  Purpose:  This  Agreement is between  Centura  Software  Limited  "Centura")
located at Lunar  House,  Globe  Park,  Marlow,  Sucks,  SL7 1LW England and the
company listed below.  Centura appoints company as a "Partner" under the Centura
Synergy  Partner  Program in the Territory  subject to the terms and  conditions
below:

Mark Woolley
Invu Services Limited
The Boren
Blisworth Hill Farm
Stoke Road
Blisworth
Northamptonshire
___7 3DB

Tel:  01504 859893
Fax:  01604 859902

Additional Authorized Location(s):
---------------------------------

Address:
          ----------------------------------
          ----------------------------------
          ----------------------------------
Phone:
          ----------------------------------
Fax:
          ----------------------------------
Contact:
          ----------------------------------

2.       Definitions:

2.1 "End User" shall mean a customer of Partner who acquires  (and has proof of)
a valid license to use the Programs for personal or internal  business  purposes
(and not for  transfer  to others) in  accordance  with the terms of the Centura
Software License Agreement.

2.2  "Centura  Software  License  Agreement"  shall mean the  license  agreement
between the End User and Centura which accompanies each Program.

2.3 "List Price" shall mean Centura's  suggested list price in the Territory for
a single copy of a Program.  Such prices are listed in Centura's Territory Price
List(s) or other pricing  documents as generally  published by Centura from time
to time during the term of this Agreement  Centura  reserves the right to modify
or change the List Price upon 30 days written notice to Partner.

2.4 "Marks" shall mean the trademarks, service marks and logos of Centura and/or
its licensors.


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2.5 "Program(s)" shall mean only the commercially  available software program(s)
in object code form as listed in Centura's  Price List(s)  except those programs
that  Centura  may denote from time to time as not  available  under the Centura
Synergy Partner Program (e.g., SQLHost).

2.6 "Authorized Location(s)" shall mean an additional authorized sales office(s)
of Partner whose  principal  business shall be to order and acquire the Programs
and  distribute  the Programs to End Users,  as more  specifically  set forth in
Section 6 below.

2.7 "Territory" shall mean the United Kingdom and Republic of Ireland only.

2.8  "Trademark  Use  Policy"  shall mean the  written  policies,  as amended by
Centura from time-to-time, for the proper usage of the Marks.

2.9 "Upgrade(s)" shall mean any modification of the Programs which is denoted by
Centura (i) by changing a number to the left of the first  decimal  point in the
then current version number, e.g., a change from version 4.1 to 5.0. and (ii) as
a "version upgrade" in Centura's Price List(s).

3. Partner Added Value  Criteria:  Partner  represents  that it satisfies one or
more of the  following  added  value  criteria  In  connection  with the Centura
Programs  and will  continue to satisfy  such  criteria  during the term of this
Agreement:  (i) installation  support:  (ii)  consulting/professional  services;
(iii) application software; and/or (iv) training/education. Partner's failure to
continue to satisfy such added value criteria  during the term of this Agreement
will be grounds for termination of this Agreement pursuant to Section 18.

4. Partner Benefits: During the term of this Agreement and provided that Partner
is current on its  commitments and  obligations  under this  Agreement.  Centura
shall provide Partner with the benefits as specified in Attachment I hereto,  as
may be modified by Centura from time to time with written notice to Partner.

5. Term: This Agreement shall commence on the date when both parties have signed
this Agreement and shall have an initial term of one (1) year, unless terminated
under Section 18.  Thereafter,  it may be renewed for an additional one (1) year
period upon mutual written  agreement  between the parties to appropriate  terms
and conditions,  and subject to payment by Partner of the then-current  fees and
charges as may be specified by Centura,  and  provided  that the parties  comply
with all material obligations hereunder during the initial term.

6.  License  Grant:  Centura  hereby  grants  Partner  during  the  term of this
Agreement only the following nonexclusive rights in the Territory:

         (a)      To  transfer  the  Programs  and  Upgrades  to  its  End  User
                  customers for their Own use.

         (b)      To order and  acquire the Programs  and  Upgrades from  one of
                  Centura's  authorized  distributors as  designated by  Centura
                  from time-to-time. [Note: The Programs and


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<PAGE>



                  Upgrades acquired from Centura's authorized  distributors will
                  be  subject  to  prices  and terms as made  available  by such
                  distributors].

         (c)      To distribute  the Programs and Upgrades in unaltered  form in
                  the original sealed package manufactured by Centura for use by
                  Partners  End Users  under.  the terms and  conditions  of the
                  Centura Software  Corporation  Software License Agreement that
                  accompanies each Program and/or Upgrade..

         (d)      To use, in  unaltered  form,  the Marks  solely to promote the
                  distribution of the Programs.

7.       License Restrictions and Conditions:  The rights and  licenses  granted
in Section 6 are restricted by, or conditioned upon the following:

         (a) Centura and/or its licensors shall retain all and sole right, title
and interest in and to the Programs.

         (b) Partner  shall not, nor shall Partner cause or permit a third party
to, copy,  manufacture,  adapt, rent, lease, lend,  trade-in,  create derivative
works from, translate,  reverse engineer,  disassemble or decompile or otherwise
modify the Programs.

         (c) All  Programs,  when  provided to an End User by Partner under this
Agreement,  must be contained in the original  sealed  package  manufactured  by
Centura and must be  accompanied by the  appropriate  Centura  Software  License
Agreement.

         (d) The use of the Marks by Partner shall strictly  adhere to the terms
and conditions of Centuries Trademark Use Policy.

         (e) During the term of this  Agreement and within  fifteen (15) days of
the end of each calendar quarter,  Partner shall report to Centura in ______ the
value of Partner's net purchases from Centura's authorized distributor(s) during
the previous calendar quarter.

8.       Fees, Payments and Credit Terms:

8.1      Partner Program Fee: NOT APPLICABLE

8.2 Payments: Terms of payment for order placed by Partner with Centura shall be
net 30 days from Centura's invoice date. Delinquent payments shall be subject to
a 1.5% per month service charge.

8.3 Credit Terms:  Centura may offer to provide credit to Partner in amounts and
at times to be determined  and/or limited in Centura's sole  discretion.  Should
Partner be in excess of any credit limit determined by Centura or should Partner
give Centura any cause to question its credit  worthiness.  Centura shall not be
obligated to accept or fulfill orders submitted by Partner.


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<PAGE>



Partner agrees to provide Centura with credit information prior to the execution
of this Agreement and thereafter upon Centura's reasonable request.

8.4 Shipping  Expenses:  All prices for orders placed with Centura hereunder are
FOB Centura's point of origin,  and Partner shall: (i) reimburse Centura for any
shipping expenses incurred by Centura,  and (ii) bear the risk of loss damage or
theft for goods in transit to Partner.

9. Order Targets:  During the initial term of this Agreement,  Partner shall use
reasonable  endeavors to place  orders for packaged  versions of the Programs as
follows,  measured by net purchase price from Centura's authorized distributors:
NOT APPLICABLE.

10. Training:  Partner  certifies that, within three (3) months of the Effective
Date of this Agreement, at least one (1) Partner salesperson and one (1) Partner
technical  engineer shall undergo Centura product training through attendance of
a Centura  reseller  training  course.  This  initial  training  for two Partner
personnel  shall be offered at no additional  charge by Centura,  as outlined in
"Benefits of the Synergy  Partner  Program"in  Attachment  1 to this  Agreement.
Further  training  may be  provided  to Partner at the  applicable  list  prices
offered by Centura at such time.

11.  Marketing  Funds:  During  the term of this  Agreement,  Partner  shall use
reasonable  efforts  to  allocate  a minimum  of three  percent  (3%) of its net
revenues  from the sale of the  Programs  towards the  marketing  of the Centura
product  line.  Such  marketing may be supported by Centura in the form of joint
campaigns which may be partially funded by Centura, at Centura's sole discretion
and by separate mutual arrangement between the parties on a case by case basis.

12.  Rights  Outside  the UK and  Republic of  Ireland:  The rights  provided to
Partner  under this  Agreement  apply only in the UK and  Republic  of  Ireland.
Rights may be granted  outside  this  Territory  by  separate  addendum  to this
Agreement,  provided that Partner  acknowledges  that  additional  conditions or
restrictions may apply to its exercise of rights under such separate addendum.

13.  Confidentiality:  Centura and Partner agree that each of them shall, during
the term of this  Agreement and for three (3) years  thereafter,  take all steps
which are reasonable to safeguard the confidentiality of, and proprietary rights
to. the confidential information ("Confidential Information") of the other party
which may be disclosed hereunder (including,  but not limited to, product plans,
designs,  business  plans,  technical  specifications,   research,  customer  or
financial  data) and shall not,  without the prior written  consent of the other
party, (i) use such Confidential  Information for its own benefit or the benefit
of any third party except for purposes expressly provided for in this Agreement,
or (ii) disclose such  Confidential  Information  to any third party;  provided.
however,  that this provision  shall not be construed to restrict the disclosure
of  information  which (a) is publicly  known at the time of its disclosure to a
party,  (b) is  lawfully  received  by a party from a third party not bound in a
confidential  relationship  to  Centura or  Partner,  (c) was  already  known by
Centura or Partner prior to entering  into this  Agreement or (d) is required by
law to be disclosed.



                                        4

<PAGE>



14. Proprietary Rights: Partner agrees to respect the trademarks, service marks,
copyrights  and  other  proprietary   rights  of  Centura  an  Centura  Software
Corporation and shall take no action which would  adversely  affect or interfere
with such rights or (ii) disparage such rights.  Any violation of this provision
will subject Partner to immediate termination of this Agreement.

15.  Representations and Indemnification by Partner:

15.1 Partner  represents  and warrants to Centura that it has the full power and
authority to enter into this Agreement and that it shall make no  representation
and or warranty to its End Users regarding the use of the Programs except as may
be  contained  in the  documentation  published  by  Centura  or in the  Centura
Software License Agreement.

15.2 Partner shall indemnify and hold Centura harmless from any claim, action or
other liability  whatsoever  resulting from the use of the Programs by End Users
(except  as  permitted  by the  Centura  Software  License  Agreement)  or  from
representations  made by  Partner  to its End Users in breach  of  Section  15.1
above.

15.3 Partner shall be  responsible  for supporting End Users unless the End User
purchases directly from Centura.

16.  Representations and Warranties by Centura:

16.1 Representations and Warranties:  Centura represents and warrants to Partner
that: (i) Centura has the full power and authority to enter into this Agreement,
and (ii)  End  Users  shall  receive  the full  benefit  of the  warranties  and
representations  of  Centura  as  specified  in  the  Centura  Software  License
Agreement.

16.2 WARRANTY DISCLAIMER:  THE PROGRAMS,  SUPPORT PLANS AND UPGRADES ARE OFFERED
"AS IS" WITH ALL FAULTS AND, EXCEPT AS SPECIFIED IN SECTION 16.1 ABOVE,  CENTURA
MAKES NO WARRANTIES OR REPRESENTATIONS,  EXPRESS OR IMPLIED CONCERNING THE SAME,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.  IT IS EXPRESSLY AGREED THAT CENTURA SHALL NOT BE LIABLE, OR IN ANY WAY
RESPONSIBLE  FOR THE  COMMERCIAL  SUCCESS  OF THE  PROGRAMS,  SUPPORT  PLANS AND
UPGRADES OR ANY ENHANCEMENTS THEREOF.

17.  Liability and Exclusion of Damages:

17.1 Limitation of Liability:  CENTURA'S LIABILITY ARISING OUT OF THIS AGREEMENT
SHALL BE  LIMITED TO THE  AMOUNT  PAID BY PARTNER TO CENTURA  UNDER THE TERMS OF
THIS AGREEMENT.

17.2     Exclusion of Damages:  IN NO EVENT SHALL CENTURA BE LIABLE FOR COSTS
OF  PROCUREMENT  OF SUBSTITUTE  GOODS BY ANYONE,  NOR WILL CENTURA BE LIABLE FOR
SPECIAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES,


                                        5

<PAGE>



HOWEVER  CAUSED,  WHETHER FOR BREACH OF CONTRACT,  NEGLIGENCE OR OTHERWISE,  AND
WHETHER OR NOT CENTURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE
ESSENTIAL PURPOSE OF THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF CENTURA
ARISING OUT OF THIS AGREEMENT.

18.  Termination/Expiration:  Either party may  terminate  this  Agreement for a
material  breach of this  Agreement  if, at the end of a thirty  (30) day period
after providing the other party written notice specifying a material breach, the
breaching party has not cured such breach.  Centura may terminate this Agreement
without  notice  if  Partner  fails to pay  Centura  any fee  specified  in this
Agreement.  Upon the expiration or termination of this Agreement for any reason,
Partner agrees to immediately destroy (and provide Centura written  confirmation
that the same has been done):  (i) all Programs  acquired from Centura under any
NFR License,  and (ii) all materials which contain the Confidential  Information
of Centura.

19.  Miscellaneous Provisions:

19.1 Centura's  Reservation of Rights and Remedies:  In addition to any specific
right or remedy  provided  for in this  Agreement,  Centura  reserves  all other
rights and remedies available by law.

19.2 Sale or Assignment: Partner may not assign, transfer or delegate any of its
rights or duties  under this  Agreement  without  the prior  written  consent of
Centura.

19.3 Force  Majeure:  Neither  party  shall be  liable  for any  delays  in the
performance of any of its  obligations  hereunder  (other than the obligation to
pay money ) due to causes  beyond  its  reasonable  control,  including  but not
limited to, fire, strike,  war, riots, acts of any civil or military  authority,
judicial action,  acts of God, or other casualty or natural calamity for so long
as and to the extent that the effects of such circumstance continue.

19.4 Governing Law: This Agreement shall be construed and enforced in accordance
with the laws of England.

19.5 Taxes:  All charges in this Agreement shall be subject to U.K. Value Added
Tax.

19.6 Severability:  The invalidity or unenforceability of one or more provisions
of this Agreement shall not affect the validity or  enforceability of any of the
other  provisions,  and this Agreement  shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.

19.7  Headings:  The  Section  headings  in  this  Agreement  are  included  for
convenience only and are not to be used in interpreting this Agreement.

19.8 Notices:  Required  notices under this Agreement shall be deemed  delivered
when (i) personally delivered,  (ii) faxed with confirmation to a designated fax
number,  or (iii) upon signed  receipt when delivered by certified or registered
mail. Such notices shall be sent to other


                                        6

<PAGE>



party in writing at its address set forth an the first page of this Agreement or
to such other address as such party shall designate by written notice.

19.9 Conflicts and Additions:  In the event of any conflict between the terms of
this Agreement and the terms of any Partner document or other writing  exchanged
between  the  parties  (e.g.,  Partner's  purchase  order),  the  terms  of this
Agreement  shall  control.  In the  event  that any term  contained  in any such
writing attempts to add to the terms of this Agreement,  such additional term(s)
shall not be  effective  unless  such  writing  is signed  by both  Centura  and
Partner.

19.10 Export Administration: Partner shall not export the Programs in contraven-
tion of U.S. or other applicable laws of any jurisdiction.

19.11  Counterparts  and Exchanges by Fax: This Agreement may be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts  shall  together  constitute but one and the same  instrument.  The
exchange of a fully  executed  Agreement (in  counterparts  or otherwise) by fax
shall be  sufficient  to bind the  parties to the terms and  conditions  of this
Agreement.

19.12 Entire Agreement  Waivers:  This Agreement sets forth the entire agreement
between  Centura  and Partner  with  respect to the  subject  matter  hereof and
supersedes   any   and   all   prior   agreements,   understandings,   promises,
representations  made by either party to the other concerning the subject matter
hereof and the terms  applicable  hereto.  This  Agreement  may not be released,
discharged,  amended  or  modified  in any  manner or any term or breach  waived
except by an instrument in writing signed by both Centura and Partner.

In the event that Partner and Centura are currently (as of the date of execution
of this Agreement) operating under a previous agreement of similar scope to this
Agreement (i.e. a "partner" agreement, but not an OEM or other license agreement
whose scope is not similar to this  Agreement),  this Agreement  shall supersede
and terminate such previous agreement.

19.13 Parties Independent:  In making and performing this Agreement, the parties
act and shall act at all times as independent  contractors and nothing contained
in this Agreement shall be construed or implied to create an agency, partnership
or employer and employee relationship between Partner and Centura or between any
party  hereto and any officer or employee of the other  party,  At no time shall
any party make  commitments  or incur any charges or expenses for or in the name
of the other party.

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



                                        7

<PAGE>




The parties confirm that all the above terms and conditions have been agreed to:


For Centura                           For Partner
-----------                           -----------

Signature:                            Signature:
          -------------------------               ------------------------------
Name:                                 Name:
          -------------------------               ------------------------------
Title:                                Title:
          -------------------------               ------------------------------
Date:                                 Date:
          -------------------------               ------------------------------




                                        8

<PAGE>


                                  Attachment I
                     Benefits of the Synergy Partner Program


During the term of this  Agreement and so long as Partner is in compliance  with
the terms and  obligations of this  Agreement,  Partner shall be entitled to the
following:

(a)      To use the designation  "Centura  Synergy Partner" and associated logo,
         such logo to be provided to Partner by Centura in electronic form.

(b)      Provision by Centura of a two-day Centura reseller  training course for
         attendance by two of Partner's  personnel as specified in Section 10 to
         this Agreement.

(c)      Attendance at Centura Partner briefings and training days.

(d)      Access to Centura's "Partner-Only" web-site at "synergy.net", for which
         Centura will provide a logon-ID and password. As soon as made available
         by Centura,  market  exposure to Partner's  web-site via hotlinks  with
         synergy.net.

(e)      Marketing  and  sales  support  from  Centura  which  may  include,  at
         Centura's  discretion,  Centura's assistance in the conducting of sales
         seminars and other events.

(f)      Regular  provision  by  Centura  to  Partner of marketing materials and
         qualified sales leads.

(g)      Entry  in  the  Centura  Partner  catalogue,  published  bi-annually by
         Centura.

(h)      Access (at Centura's discretion) to a Centura corporate sales executive
         and/or pre-sales consultant for the purpose of assisting with Partner's
         major corporate sales activities.

(i)      Access to pre-release  or beta versions of the Programs  subject to the
         terms of the  applicable  Centura  Software  Corporation  beta  program
         agreement.

(j)      To participate in Centura product promotions; access to online informa-
         tion service.

(k)      Other benefits as may be made available from Centura from time-to-time.


                                        1