DEVELOPER LICENSE AGREEMENT

      ObjectSpace Voyager Core Technology(tm)

      Release Version 2.0





  THIS LICENSE AGREEMENT (this "Agreement") is made effective as of

the date of  installation of the Product (as defined below) between (i)

OBJECTSPACE, a Delaware corporation ("LICENSOR") and LICENSEE.



1.  DEFINITIONS.  1.1 Documentation.  The term "Documentation" means all

user manuals and other written materials provided by LICENSOR to LICENSEE

describing the installation, operation and maintenance of the Products.

1.2 Enhancements.  The term "Enhancements" means modifications or

additions to, or derivative works or applications for or from, the

Products.  1.3 Product(s).  The term "Product(s)" means authorized copies

of the following computer software programs (in object code only) and

related Documentation: ObjectSpace Voyager Core Technology(tm) Version 2.0.



2.  Grant OF License.  TERMS:  2.1 Grant.  LICENSOR hereby grants to

LICENSEE a perpetual, non-exclusive, non-transferable, non-assignable

right to use the Product and for the purpose of developing applications,

add-ons, derivative works, and improved versions of the Product, but not

for resale or re-license.  LICENSOR is granted no rights of any kind in

Enhancements to the Product.  2.2 Restrictions.  LICENSEE shall not:  (i)

transfer the Product to a different operating system, network, or Site

without the prior written consent of LICENSOR and payment of any

additional fees which may be due; (ii) reproduce or modify the Product

except as allowed herein; (iii) cause or allow discovery of source code in

any way; (iv) decompile, reverse engineer, disassemble or otherwise

attempt to derive source code from the Licensed Product;  or (v) rent or

lease the Product or any derivatives.  2.3 Title.  Title to and ownership

of all proprietary rights in the Product, and in any Product development

made by LICENSEE, will at all times remain the property of LICENSOR.

LICENSOR retains all right, title and interest in the Licensed Product and

in all improvements, enhancements, modifications and derivative works of

the Licensed Product including all rights to patent, copyright, trade

secret and trademark.  2.4 Proprietary Notices.  LICENSEE agrees to

reproduce the copyright, trademark and other proprietary notices contained

on or in the Product as delivered to LICENSEE on all copies of such

Product and not to remove such notices.  2.5 Protection and Security.

LICENSEE agrees to use its best, commercially reasonable efforts to secure

and protect the Product and prevent any breach, compromise or violation of

LICENSOR's rights and title to the Product, by LICENSEE's employees,

consultants, independent contractors, or any other party accessing

Product.  In no event will the LICENSEE's standard of care be less than

LICENSEE uses to protect its own confidential information.  LICENSOR will

secure and protect any LICENSEE confidential information it possesses in

the same manner.  2.6 Delivery.  LICENSOR will provide LICENSEE with one

(1) copy of the Product either on CD (or alternative media) or by

downloading from LICENSOR'S Web site.  The terms and conditions of this

Agreement shall be the same regardless of the method of delivery.   2.7

Verification.  Upon thirty (30) days prior written notice, LICENSOR may

inspect LICENSEE's records related to LICENSEE's license for the Product

to ensure that LICENSEE complies with the terms of this Agreement.  Such

verification will be conducted during LICENSEE's regular business hours,

will comply with LICENSEE's normal security procedures, and will not

unreasonably interfere with LICENSEE's business operations.



3.  PRODUCT WARRANTY.  3.1 LICENSOR warrants to LICENSEE that, at the date

of delivery of the Products to LICENSEE and for a period ending 90 days

following the date of delivery of the Products to LICENSEE (i) the media

on which each Product is recorded and related Documentation shall be free

from defects in workmanship and materials under normal use, and (ii) the

Products shall perform substantially in accordance with the published

specifications and Documentation.  If notified in writing by LICENSEE,

LICENSOR may, at its option, correct significant program errors in the

Products within a reasonable time period.  THE FOREGOING PRODUCT WARRANTY

IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE, WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF

DEALING, CUSTOM OR USAGE OR OTHERWISE.  3.2 Except as set forth above, in

no event shall LICENSOR be liable to LICENSEE, in excess of the price paid

to LICENSOR by LICENSEE for the Products hereunder, for any breach of

warranty or any claim, loss or damage arising from or relating to the

installation, use or performance of the Products (including, without

limitation, any indirect, special, incidental or consequential damages).

3.3 LICENSOR reserves the right at any time to make changes to the

Products.  3.4 IN NO EVENT SHALL LICENSOR BE LIABLE (WHETHER IN TORT,

NEGLIGENCE, CONTRACT, WARRANTY, PRODUCT LIABILITY OR OTHERWISE) FOR ANY

INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR

SAVINGS ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF TERMS OF THIS

AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF THE PRODUCTS EVEN

IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



4. COPYRIGHT and PATENT INDEMNIFICATION.  4.1 LICENSOR agrees to indemnify

and hold LICENSEE harmless from any final award of costs and damages

against LICENSEE for any action based on infringement of any U.S.

copyright or patent as a result of the use of the Products:  (i) under the

terms and conditions specified herein; (ii) under normal use; and (iii)

not in combination with other items; provided that LICENSOR is promptly

notified in writing of any such suit or claim against LICENSEE and further

provided that LICENSEE permits LICENSOR to defend, compromise or settle

the same and gives LICENSOR all available information, reasonable

assistance and authority to enable LICENSOR to do so.  The foregoing

states the entire liability of LICENSOR with respect to infringements of

any copyrights or patents by the Products or any part thereof.



5.  TRADE SECRETS AND PROPRIETARY INFORMATION.  5.1 LICENSEE acknowledges

that LICENSOR is the owner of the Products, that the Products are

confidential in nature and not in the public domain, that LICENSOR claims

all intellectual and industrial property rights granted by law therein and

that, except as set forth herein, LICENSOR does not hereby grant any

rights or ownership of the Products to LICENSEE or any third party.

Except as set forth herein, LICENSEE agrees not to copy or otherwise

reproduce any Product, in whole or in part, without LICENSOR's prior

written consent.  LICENSEE further agrees not to reverse engineer,

disassemble or decompile any Products in whole or in part or otherwise

attempt to reproduce the source code thereof or its equivalent.  LICENSEE

further agrees to take all 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 reasonably

required in the performance of LICENSEE's duties under this Agreement.

5.2 LICENSEE agrees to accord the Products and the Documentation and all

other confidential information relating to this Agreement the same degree

and methods of protection as LICENSEE undertakes with respect to its

confidential information, trade secrets and other proprietary data.  5.3

LICENSEE agrees not to challenge, directly or indirectly, the right, title

and interest of LICENSOR in and to the Products, nor the validity or

enforceability of LICENSOR's rights under applicable law.  LICENSEE agrees

not to directly or indirectly, 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 may adversely affect

LICENSOR's right, title or interest in or to the Products in any

jurisdiction.  5.4 LICENSEE acknowledges that, in the event of a breach by

LICENSEE of its obligations under this Article 8, LICENSOR may immediately

terminate this Agreement, without liability to LICENSEE and may bring an

appropriate legal action to enjoin any such breach hereof, and shall be

entitled to recover from LICENSEE reasonable legal fees and costs in

addition to other appropriate relief.  5.5 Licensee agrees to notify

Licensor immediately and in writing of all circumstances surrounding the

unauthorized possession or use of the Products and Documentation by any

person or entity.  Licensee agrees to cooperate fully with Licensor in any

litigation relating to or arising from such unauthorized possession or use.



6.  TRADEMARKS. 6.1 LICENSEE hereby acknowledges LICENSOR's ownership of

the trademarks Voyager and ObjectSpace, each of the Product names and all

related trademarks and service marks.  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.  LICENSEE

agrees not to use the name "ObjectSpace" or any of the Product names or

marks (or any confusingly similar name or symbol), in whole or in part, as

part of LICENSEE's business or trade name.  6.2 LICENSOR hereby grants to

LICENSEE the non-exclusive, limited right to use the proprietary Product

names and marks only in connection with the license granted hereunder.

LICENSOR makes no warranty, express or implied, to LICENSEE concerning the

use or validity of such names and marks.



7.  TERMINATION.  7.1 LICENSOR may terminate this Agreement at any time

after the occurrence of any of the following events:   a) LICENSEE is

declared or acknowledges that it is insolvent or otherwise unable to pay

its debts as they become due or upon the filing of any proceeding (whether

voluntary or involuntary) for bankruptcy, insolvency or relief from

creditors of LICENSEE;  b) LICENSEE enters into any agreement relating to

its acquisition by an unaffiliated third party or a majority of the equity

interest of LICENSEE is sold or otherwise transferred to an unaffiliated

third party within any twelve (12)-month period; c) LICENSEE assigns or

transfers this Agreement or any of its rights to obligations hereunder,

without LICENSOR's prior written consent; or d) LICENSEE violates any

material provision of this Agreement, including without limitation, the

payment obligations set forth in Article 2.3 hereof.  7.2 LICENSEE may

terminate this Agreement at any time after the occurrence of any of the

following events: a) LICENSOR is declared or acknowledges that it is

insolvent or otherwise unable to pay its debts as they become due or upon

the filing of any proceeding (whether voluntary or involuntary) for

bankruptcy, insolvency or relief from creditors or LICENSOR; or b)

LICENSOR violates any material provision of this Agreement.  7.3 The term

of the license granted under this Agreement is perpetual, except that a

party may terminate such license for material breach of this Agreement

after giving the other party written notice of such breach and fifteen

(15) days to cure such breach.  If Licensee fails to cure such breach, all

rights to use the Products will terminate on the termination date

specified in such notice.  7.4 Upon the termination of this Agreement for

any reason, LICENSEE will discontinue all use of the Products and, within

ten (10) days after termination, will return to LICENSOR all original

copies of the Products supplied to LICENSEE and will destroy or delete all

copies of the Products then in its possession, including but not limited

to, any back-up or archival copies of the Products and Documentation.  At

LICENSOR's request, LICENSEE will verify in writing to LICENSOR that such

actions have been taken. 7.5 No termination of this Agreement for any

reason whatsoever shall in any way affect the continuing obligations of

the parties under Articles 5.6, and 8 hereof.



8. GENERAL PROVISIONS. 8.1 Export Control.  LICENSEE agrees that it will

not export or reexport the Product, without the appropriate U.S.

Governmental licenses. 8.2 Government End Users.  RESTRICTED RIGHTS:  If

the Product is acquired under the terms of a proposal or agreement with

the United States Government or any contractor therefor, the Product is

subject to the following: (a) For acquisition by or on behalf of civilian

agencies, as necessary to obtain protection as "commercial computer

Product" and related documentation in accordance with the terms of this

Commercial Product Agreement as specified in 48 C.F.R. 12.212 of the

Federal Acquisition Regulations and its successors; (b) For acquisition by

or on behalf of units of the Department of Defense ("DoD") as necessary to

obtain protection as "commercial computer Product" and related

documentation in accordance with the terms of this commercial computer

Product license as specified in 48 C.F.R. 227-7202-2 of the DoD F.A.R.

Supplement and its successors.  8.3 Year 2000 Compliance.  LICENSOR

warrants that the change in the calendar year from December 31, 1999 to

January 1, 2000 shall not affect the existing functionality or

interoperability of the Product delivered to LICENSEE; provided, however

that (i) this Agreement remains in effect; (ii) LICENSEE has continuously

updated the Product to the most recent version; (iii) LICENSEE has

provided LICENSOR all reasonably available information, and assistance, at

LICENSOR's expense, to address year 2000 issues related to the Product;

(iv) LICENSEE has not modified the Product, and (v) the information in

LICENSEE's existing databases includes adequate indicators of century.

LICENSOR disclaims any warranty relating to the quality of any such

imported, accessed, or manipulated data. LICENSEE's sole and exclusive

remedy shall be for LICENSOR to modify or replace the Product or, if

LICENSOR is unable to provide a reasonable solution, LICENSOR will accept

the return of the Product and LICENSOR will refund the licensee fees paid

by LICENSEE for such Product.  The foregoing is LICENSEE's sole and

exclusive remedy for Year 2000 errors.  8.4 This Agreement does not create

any relationship of association, partnership, joint venture or agency

between the parties.  8.5 This Agreement 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 LICENSOR and LICENSEE with

respect to the contents hereof.  8.6 Except to the extent and in the

manner specified in this Agreement, any modification or amendment of any

provision of this Agreement must be in writing and bear the signature of

the duly authorized representative of each party.  8.7 The failure of

either party to exercise any right 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.  8.8 LICENSEE shall not sell, assign or

transfer any of its rights, duties or obligations hereunder without the

prior written consent of LICENSOR.  LICENSOR reserves the right to assign

or transfer this Agreement or any of its rights, duties and obligations

hereunder, to any direct or indirect subsidiary or affiliate of LICENSOR.

8.9 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 or 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

identified in the Purchase Order 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.  8.10 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 Texas

without regard to its rules of conflicts of law.  8.11 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.  8.12

LICENSEE 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 LICENSOR, except as required by law.  8.13 The Parties

expressly agree that by receiving and using a LICENSOR-supplied

installation key, LICENSEE is deemed to have read, understood, and

accepted all the terms of this Agreement.