Master Software Distribution Agreement

FINANCIALWARE, INC.
3535 EAST 96TH ST., SUITE 120
INDIANAPOLIS, INDIANA 46240-1411


MASTER SOFTWARE DISTRIBUTION AGREEMENT


DISTRIBUTOR: Phoenix International
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Address: 500 International Parkway
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Heathrow, FL 32746
----------------------------------------------- Telephone: ( 407 ) 548 - 5150
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The provisions of the Standard Terms and Conditions and Schedules A and B are also a part of this Agreement.


Financialware, Inc. Phoenix International
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DISTRIBUTOR


/s/ Charles G. Myers /s/ Raju M. Shivdasani ------------------------------------- ------------------------------------- Signature Signature


Charles G. Myers, President Raju M. Shivdasani, President & COO ------------------------------------- ------------------------------------- Printed Name and Title Printed Name and Title


July 6, 1999 June 24, 1999 ------------------------------------- ------------------------------------- Date Date


PLEASE SIGN AND RETURN ALL COPIES.
DISTRIBUTOR COPY WILL BE RETURNED AFTER SIGNATURE BY FWI.


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MASTER SOFTWARE DISTRIBUTION AGREEMENT
STANDARD TERMS AND CONDITIONS


For purposes of this Agreement, the term "FWI" shall mean Financialware, Inc., and "Distributor" shall mean the distributor identified on the Signature Page of this Agreement


WHEREAS, FWI publishes computer software products including those FWI products ("FWI Products") and third party products ("Other Products") listed on the Signature Page, as such may be modified (collectively, the "Products"). Distributor distributes software or provides services that are complementary to the Products. FWI and Distributor desire that Distributor act as an independent, nonexclusive dealer in the Products.


THEREFORE, the parties agree as follows:


1. APPOINTMENT.


1.1 Scope. FWI hereby appoints Distributor, and Distributor hereby accepts
such appointment, as an independent, nonexclusive dealer in the
Products. In conjunction with such appointment, FWI grants to
Distributor a nontransferable, nonexclusive license to demonstrate and
market the Products to End-Users. "End-Users" are Distributor
customers that license from FWI a Product their own use. Distribution
to End-Users shall be pursuant to FWI's End-User license agreement
and, in the case of the Other Products, to any requirements of the
applicable third party vendors. Distributor's license does not
transfer any rights in any Product to Distributor or to any End-User
nor any right to sublicense.


1.2 Reserved Rights. FWI reserves the right, from time to time and in its
sole discretion, (a) to increase or decrease the number of authorized
distributors, (b) to distribute Products directly to independent
resellers and End-Users, or (c) to change, or to add to or delete from
the list of Products. In addition, FWI may from time to time impose
special conditions concerning Distributor's licensing of certain
Products, or change or terminate the type of service or support that
FWI makes available, after giving prior written notice to Distributor;
provided that Distributor's End-Users shall at all times during and
after the term of this Agreement be entitled to receive the same
support being provided to FWI's general customer base for the same
Products, as long as they pay the appropriate fee therefor,


1.3 Export. Distributor will be solely responsible for compliance with any
applicable export control laws or regulations, and payment of any
tariffs or other fees that may be required in connection with
distribution of any Product outside of the United States. FWI shall
have no obligation under this Agreement to directly distribute any
Product outside of the United States. All Products will be supported
in US format only. Distributor shall be solely responsible for
international returns.


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2. PRICE.


2.1 Prices. The current FWI retail prices for the Products are as set
forth on the then-current applicable FWI published price list ("FWI
Price List"). The initial discount applicable to the Products is as
set forth on Schedule A. FWI may change the FWI retail prices on the
FWI Product Price List at any time and may change the Distributor
discount at any time; provided, however, that FWI may increase the
price of Product to Distributor only after giving thirty days prior
notice to Distributor. Payment shall be made to FWI by Distributor
pursuant to the payment policy set forth below. Distributor shall be
solely responsible for establishing the price at which Products are
licensed or sold to its End-Users. Discounts do not apply to Product
maintenance/support or training.


2.2 Payment Terms. Full payment in U.S. dollars for Products licensed to
an End User of Distributor is due and payable by Distributor to FWI
within fifteen (I5) days of date of the invoice therefor, which
invoice shall be sent at the time of Product shipment to Distributor
or when hardware is delivered to FWI for staging. Products shall be
invoiced upon an End User licensing same, and services shall be
invoiced as specified in FWI's Price List. Interest shall accrue an
any delinquent amounts owed by Distributor at the lesser of 1.5% per
month or the maximum rate permitted by law. If any portion of
Distributor's outstanding balance is aged greater than 60 days (a
"Late Payment Condition"), FWI may require full or partial payment in
advance. If a Late Payment Condition exists, FWI may cancel or suspend
shipment of all Products to Distributor and the provision of services
until the Late Payment Condition is cured.


2.3 Taxes. Distributor shall pa ...