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Sample Business Contracts

Supply Agreement - Phoenix Technologies Ltd. and Intel Corp.

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This agreement ("Agreement") is made by and between Phoenix
Technologies Ltd., a Delaware corporation with a principal place of
business at 2770 De La Cruz Boulevard, Santa Clara, CA 95050 at 
("Phoenix"), and Intel Corporation, a Delaware corporation with a
principal place of business at 2200 Mission College Blvd., Santa
Clara, California, 95052 ("Intel").  Phoenix and Intel may be referred
to herein as a Party or the Parties. 

                              RECITALS

WHEREAS, the parties desire to establish a strategic relationship
whereby Phoenix will become a principal supplier of certain
system-level software for certain Intel products.

                              AGREEMENT

NOW, THEREFORE, in consideration of the premises and the promises, the
parties hereto agree as follows:

1.0. DEFINITIONS

For purposes of this Agreement, each of the following terms will have the
definition set forth below when capitalized in this Agreement:

1.1    "Beta Release" means a Software release in which all key features are
       working, is reproducible via an archival system, has undergone
       engineering test beyond that which the developer does himself, and is
       nearly ready for Production Release.

1.2    "Coordinators" will be that person or persons  assigned from
       time to  time by each Party to represent their respective employer
       with respect  to the financial, customer, administrative and
       marketing aspects of the  relationship created by this Agreement (the
       "Business Coordinator")  and with respect to the engineering,
       development and support aspects of  the relationship created by this
       Agreement, respectively (the "Technical  Coordinator").


1.3    "Dedicated Developments" means Software developed by the Dedicated
       Engineering Team and released for shipment (including alpha and beta
       test versions) during the Term.  Dedicated Developments may, at
       Phoenix's option, become part of Phoenix Products and its other
       standard product offerings, subject to the provisions of Section 2.10
       hereof.

1.4    "Dedicated Engineering Team" means the Phoenix engineers assigned from
       time to time by Phoenix on a full time basis to provide development
       and deployment engineering services in connection with Phoenix Products
       and Dedicated Developments for incorporation into Intel Products.

1.5    "Effective Date" means the 18th day of December, 1995.

1.6    "Intel Architecture" means a [*] microprocessor architecture designed
       to [*] microprocessor made or developed by Intel.

1.7    "Intel Developments" means Source and Object Code developed by or for
       Intel other than by Phoenix, including modifications made to, or
       derivatives of,Phoenix Products and/or Dedicated Developments to the
       extent such modifications or derivatives do not contain any Software
       supplied by Phoenix.

1.8    "Intel Products" means Intel's printed circuit board, system and
       multi-chip module level products designed for use in desktop
       computer, server computer, or Multibus and similar industrial

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -1-

<PAGE>

       computer products manufactured and marketed by Intel or Intel's
       contractors or customers. An Intel Product which is otherwise
       within the definition of the preceding sentence will not cease
       to be an Intel Product, merely because it is used or marketed
       for use by Intel, Intel's contractors,
       or Intel's customers in a product other than a desktop computer, server
       computer, Multibus or similar industrial computer product.
      
1.9    "Minimum License Terms" means the provisions set out in Exhibit C
       hereto which shall be applicable to the sublicense or license of
       Phoenix Products, and/or Dedicated Developments by Intel.
      
1.10   "Object Code" means Software in machine-readable and executable
       form.

1.11   "On-Site Engineering Team" means those members of the Dedicated
       Engineering Team who will initially be located at or near Intel's
       Hillsboro, Oregon site, or such other site(s) as Intel may choose to
       designate from time to time.
      
1.12   "Phoenix Products" means Phoenix BIOS-related system software products,
       including but not limited to the products listed in Exhibit A, and all
       system software products Phoenix subsequently develops to evolve such
       products for use with  desktop computer and server computer products,
       including, but not limited to, all Updates and Enhancements, substitutes,
       successors, replacements, and/or supplements thereto designed for use on
       desktop computer and server computer products, as the same may exist
       from time to time and which Phoenix is obligated to deliver to Intel
       hereunder. "Phoenix Products" does not include (a) any system software
       products intended by Phoenix for use in products other than desktop
       computer or server computer products, including but not limited to
       embedded or special purpose computers or portable computers,
       or (b)  application software products even though intended for the
       desktop computer or server computer market segments whose primary
       purpose is something other than to replace or enhance functions
       performed by the products described in the first sentence above. 
       "Phoenix Products" includes any Tools related to the development and
       support of Phoenix Products. However, if such Tools have been developed
       by third parties, and (a) if Phoenix does not have the full license
       rights to provide those Tools to Intel under the licenses herein, then
       Phoenix will provide the Tools subject to third party license
       restrictions or (b) if Phoenix has no right to provide those Tools to
       Intel under the licenses herein, then Phoenix has no obligation to
       provide Intel such third party Tools, but will not take any actions
       to prevent Intel from directly licensing such Tools from a third
       party. 
      
1.13   "Production Release" means a product release that has been officially
       released for general commercial availability by Phoenix to more than
       one customer, and does not include any product released as an alpha,
       beta, or similar version to a limited number of recipients for testing,
       evaluation, or any other pre-release use.
      
1.14   "QuietBoot Feature" means a portion of the Phoenix Software licensed
       to Intel designed to customize system initialization as seen by the
       end user, and which also includes, among other functions, the ability
       to suppress, alter, and personalize the display of any copyright or
       other messages.
      
1.15   "Shipment and Royalty Reports" are the reports setting forth the
       shipment of Intel Products by Intel and its customers and sublicensees
       for each calendar quarter during the Term hereof.

1.16   "Software" means computer programming code in Object Code and Source
       Code formats.
      
1.17   "Source Code" means Software in human-readable form and related design
       documentation, including all comments and any procedural code.


                                     -2-

<PAGE>
      
1.18   "Specifications" means the specifications for the Phoenix Products
       included as part of Exhibit A attached hereto, any mutually agreed to
       specifications, and specifications published by Phoenix, for any
       Phoenix Products and/or Dedicated Developments.
      
1.19   "Tools" means any diagnostic programs and development tools developed
       by Phoenix or third parties that are used by Phoenix, specifically to
       assist it in the development and support of Phoenix Products, and which
       are made commercially available from time to time by Phoenix to more
       than one of its customers.
      
1.20   "Updates and Enhancements" means all modifications or additions to a
       Phoenix Product or Dedicated Development that correct such product or
       enhance such product's functionality and new releases of such  product
       made generally available by Phoenix.
      
1.21   "Year" means each calendar year during the Term; provided, that the
       first Year shall end on December 31, 1996.
      
2.     GRANT OF RIGHTS
      
2.1    Subject to the terms, conditions and limitations set forth in this
       Agreement, Phoenix hereby grants to Intel the following licenses under
       any and all intellectual property which Phoenix, now or in the future,
       owns or has authority to grant licenses of the scope set forth herein
       that are applicable to or reading upon the Phoenix Products and
       Dedicated Developments:
      
       (a)  A worldwide, non-transferable, perpetual, royalty-free
       (except as set forth in Section 4.1(c)) license, with right to
       sublicense in accordance with this Agreement, to use, copy, have copied,
       make, have made, create derivatives of, perform, distribute, sell, offer
       to sell, and import, the Phoenix Products and Dedicated Developments, in
       Source Code format, for any reason;
      
       (b)   A worldwide, non-transferable, perpetual, royalty-bearing
       license, with the right to sublicense in accordance with this Agreement,
       to use, copy, have copied, make, have made, perform, distribute, sell,
       offer to sell, import, and publicly display the Phoenix Products and
       Dedicated Developments and derivatives thereof created by Intel and its
       sublicensees pursuant to this Agreement, in Object Code format, directly
       or indirectly to end users;
      
2.2    Subject to Phoenix's compliance with existing agreements as set forth
       in Section 2.5 below, Phoenix agrees that it will not during the Term
       [*].
      
2.3    Intel may sublicense to customers and contractors its license rights
       with respect to Phoenix Products and Dedicated Developments, and
       derivatives thereof, in Object Code format, provided each such
       Customer, other than end users, shall have executed with Intel an
       Object Code license containing terms no less restrictive than the
       Minimum License Terms applicable to Object Code set forth in
       Exhibit C.
      
2.4    Intel may sublicense to customers and contractors its
       license rights with respect to Phoenix Products and Dedicated
       Developments, and derivatives thereof, in Source Code format,
       provided (i) each such Customer shall have executed with Intel
       a Source Code license containing terms no less restrictive 
       than the Minimum License Terms for Source Code set forth in Exhibit C.

2.5    Intel acknowledges that Phoenix has numerous contractual commitments
       granting persons who may be customers of Intel licenses to use Phoenix
       Products on Intel Products as the same may have existed prior to the
       execution of this Agreement and that nothing herein shall prohibit
       or limit Phoenix's right and obligation to perform those contractual
       commitments.  Notwithstanding the foregoing, Phoenix will not
       undertake any action with respect to such contractual

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -3-

<PAGE>

       commitments which are intended to circumvent or have the effect of
       circumventing Intel's licenses set forth in this Section 2, provided
       that the preceding clause shall not prohibit Phoenix from:

            (a) renewing or allowing to renew any such contractual commitments
       in accordance with any automatic renewal provisions thereof;
      
            (b) adding any provisions to such contractual commitments to grant
       licenses with respect to end-user only BIOS and related system software
       upgrades for previously sold systems, provided that such upgrades are
       not offered integrated with or bundled with any hardware products
       equivalent to an Intel Product, except small printed circuit board
       modules, which only include memory circuitry designed for such
       BIOS upgrades; or
      
            (c) modifying or renegotiating the [*] provisions of such
       contractual commitments; provided, however, that no such modification
       or renegotiation will [*].  If Phoenix modifies or negotiates terms of
       the contract other than those itemized in the preceding sentence, then
       if the scope of the license granted to the licensee in the existing
       contract includes license rights with respect to any Phoenix Products
       or Dedicated Developments for use with and/or incorporation into Intel
       Products, then Phoenix will narrow the scope of the license grant in
       the modified or renegotiated contract such that the narrowed license
       grant does not include license rights with respect to any Phoenix
       Products or Dedicated Developments for use with and/or incorporation
       into Intel Products for so long as this Agreement is in effect.
      
2.6    Phoenix may place legitimate copyright notices in and on the Phoenix
       Products and Dedicated Developments and on any documentation (or such
       other place as Intel and Phoenix may agree in writing) delivered to
       Intel pursuant to this Agreement. [*].

2.7    Intel agrees that Phoenix may independently develop products which
       have features and functionality similar to or identical with those
       described in specifications for Dedicated Developments concurrently
       with the development of Dedicated Developments by the Dedicated
       Engineering Team and that Phoenix may provide its customers with such
       products at any time; provided, that any such products are developed
       without direct reference to Software, Specifications or other
       documentation  in or related to the Dedicated Developments and may
       only be developed by Phoenix personnel who are not members of the
       then current Dedicated Engineering Team, or who have not been members
       of the Dedicated Engineering Team within the last [*], and
       without use of any Source or Object Code being developed by the
       Dedicated Engineering Team.
      
2.8    Notwithstanding anything to the contrary contained in this Agreement:

       (a)   Phoenix will not be required to deliver to the other any Software
       relating to unique features developed solely for a single customer,
       except for Software tailored for Intel Products.  
      

       (b)   Intel shall not have the right to grant any right
       whatsoever (including without limitation, any license, sublicense,
       right to use, make, copy, have made, have copied, market, distribute
       or sell) with respect to any Phoenix Product, any Dedicated
       Development, or any Phoenix intellectual property, to  American
       Megatrends, Inc., Award Software, SystemSoft Corporation, or, except
       as set forth in the next sentence, to any other legal entity engaged
       primarily in the development, marketing or distribution of one or
       more BIOS related system software products as stand alone products
       which are competitive to the Phoenix Product(s), other than end use
       rights with respect to copies of Intel  Products that may be acquired
       in the ordinary course of trade from Intel or its customers or
       permitted sublicensees.   Intel, may, however, grant such rights to
       an entity having a subsidiary, group or division thereof which is
       engaged in the development, marketing or distribution of BIOS related
       system software products as stand alone products which are
       competitive to the Phoenix Product(s), and which entity also
       substantially engaged in the development, marketing or distribution
       of other products as well, provided that Intel shall execute an
       agreement with such entity which provides that such subsidiary, group
       or division of such entity shall have no access to, and no rights of
       any kind with respect to, the Source Code of any Phoenix Product,
       Dedicated Development, or any Phoenix intellectual property in
       accordance with Sections 2.3 and 2.4.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -4-

<PAGE>

      
2.9    Intel will for a period of [*] after receipt by Intel of each version
       of a Phoenix Product or Dedicated Development, limit its exercise of
       the license rights set forth in Section 2.1 above with respect to each
       such version only for use with and/or incorporation into Intel
       Products. After the expiration of such [*] period with respect to a
       particular version of a Phoenix Product or Dedicated Development, [*].
      
2.10   Phoenix will not deliver any particular Beta Release or higher
       version (i.e. Beta Release 1, Beta Release 2, Beta Release X, or
       Production Release) of any Dedicated Development to any customer 
       until 90 days after the date on which Intel first delivers the same
       particular version of such Dedicated  Development to any customer. 
       Furthermore, Phoenix will not deliver any version of any particular 
       Dedicated Development to any third party before Phoenix is entitled
       to deliver a Beta Release version of such Dedicated Development to a
       third party. Those portions of  Dedicated Developments which  solely
       support commercially available Intel chips are exempt from this
       provision. Those portions of  Dedicated Developments which solely
       support standard chips from third parties may be exempt from  this
       provision at Intel's option, and upon written notice to Phoenix by
       Intel. 
     
2.11   No rights or licenses are granted, whether expressly, by
       implication, or by estoppel, under or with  respect to any
       Confidential Information or patent, copyright, trade secret,
       trademark, maskwork, or  other intellectual property right owned or
       controlled by either Party, except as expressly set forth in  this
       Section 2.  Furthermore, without limiting the foregoing, Phoenix
       acknowledges that it receives no right, license, release or immunity,
       directly or indirectly, express, implied or by estoppel in or to
       Intel component level or microprocessor technology under any Intel
       patent, copyright, trade secret, mask work or other intellectual
       property right, including but not limited to Intel X86 microprocessor
       chip  series including the 80386, 80486 and Pentium-R- or Pentium Pro
       microcprocessor chips and related  chip sets, or any successor,
       future or similar software compatible Intel microprocessor chips and
       related chip sets, Flash memory chips or video chips, or ASIC
       developed specifically for Intel products.
             
3.     MATTERS RELATING TO DEVELOPMENT OF SOFTWARE BY PHOENIX UNDER
       THIS AGREEMENT
      
3.1    (a)  Intel and Phoenix will meet periodically, at Intel's
       reasonable request, to discuss Intel's plans [*] and technology
       (other than Intel Products).  Intel will at its sole discretion
       determine the information it will disclose to Phoenix, and
       Intel may, as a condition of disclosing information, request that
       Phoenix sign other documents or non-disclosure agreements covering
       protection of Intel's intellectual property.  Intel and Phoenix will
       agree in writing on the  features and/or functionality for Phoenix
       Products that Phoenix will deliver to support such plans  and the
       schedule therefore.  Phoenix will use commercially reasonable efforts
       to develop such  features and/or functionality in accordance with
       such agreement.  Failure of Intel and Phoenix to agree upon the
       applicable features,  functionality, and/or schedule  for Phoenix
       Products, or  failure of Phoenix to use commercially reasonable
       efforts to implement  such agreement, will, in  Intel's sole
       discretion, be grounds for termination of this Agreement pursuant to
       Section 10.2(b)  below and applicable sections of Exhibit B.
      
       (b) In consideration of the provision by Intel of significant Intel
       Confidential Information to Phoenix, Phoenix agrees that, during the
       term of this Agreement, it will first develop new features for Phoenix
       Products for microprocessors implementing the Intel Architecture
       (provided such new features are capable of being used on the Intel
       Architecture) and only to the extent such microprocessors implement
       the Intel Architecture, and [*].
      
3.2    Phoenix will deliver to Intel one copy of the Source and
       Object Code for the Phoenix Products and Updates and Enhancements
       within three (3) working days of the earlier of (i) the date when
       shipped  as a Production Release to more than one Phoenix customer
       and (ii) the date when released internally  for pre-release use
       within Phoenix in alpha or beta release form if (a) it becomes part
       of Phoenix's  written corporate plan for new standard product
       features which has been approved by Phoenix's chief  executive
       officer or chief technology officer, or (b) it has been presented to
       more than one Phoenix  customer as a new product which will be
       available to more than one Phoenix customer.  In addition,  Phoenix
       will deliver to Intel Dedicated Developments

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                   -5-

<PAGE>

       in accordance with milestones in the agreed  upon schedule.  Furthermore,
       no later than June 30, 1996, Phoenix will provide access via electronic
       data link to Phoenix's source code database, including any Software due
       to Intel under this  Agreement, no less frequently than Phoenix updates
       its own remote source code databases.    Phoenix  will deliver to
       Intel one copy of the Source and Object Code for any Phoenix Product
       or Dedicated  Development tailored to or optimized for Intel Products
       no later than ten  (10) calendar days before  delivery to any third
       party.
             
3.3    Phoenix will assign a number of engineers who will comprise the
       Dedicated Engineering Team and will render services solely in
       connection with development and deployment of Phoenix Products and
       Dedicated Developments in or on Intel Products. The timetable for
       establishing the Dedicated Engineering Team, which will initially be
       comprised of twenty (20) persons, is set forth in Exhibit D hereto.
       The number of engineers assigned on an on-going basis to the Dedicated
       Engineering Team will be determined in accordance with a schedule from
       time to time agreed to by Intel and Phoenix, but at no time will the
       number be less than twenty (20); provided, however, that Intel shall
       have the right to reduce the number of engineers on the Dedicated
       Engineering Team below twenty (20) if in Intel's reasonable judgment
       the performance of the Dedicated Engineering Team has not been
       satisfactory, and if Intel has notified Phoenix in writing of such
       unsatisfactory performance and specified to Phoenix in writing what
       Phoenix must do to render such performance satisfactory to Intel, and
       then attempted to work with Phoenix to resolve the unsatisfactory
       performance for at least ninety (90) days. If Intel does reduce the
       number of engineers on the Dedicated Engineering Team below twenty
       (20), then Intel shall be entitled to reduce the Annual Fee by [*] for
       each engineer removed, pro-rated for that portion of the Year during
       which such engineer is removed; provided, however, that if Phoenix can
       document to Intel in writing that the [*] cost [*] to Phoenix (as
       calculated in accordance with Phoenix's usual accounting procedures)
       of the remaining members of the Dedicated Engineering Team is greater
       than [*] per year, then the amount that Intel shall be entitled to
       reduce the Annual Fee with respect to each such engineer shall be
       diminished by an amount equal to the difference between such [*]cost
       to Phoenix per engineer and [*].

       Without limiting any other provision of this Agreement, the Parties
       agree that, with respect to any  notification by Intel of
       unsatisfactory performance, (i) if Phoenix has previously been given
       a  notice of unsatisfactory performance within the preceding
       twenty-four (24) month period, then the  period during which Intel
       will be required to work with Phoenix to resolve the unsatisfactory 
       performance will be reduced to thirty (30) days, and (ii) if Phoenix
       has previously been given at  least two (2) notices of unsatisfactory
       performance within the preceding twenty-four (24) month  period, then
       Intel may reduce the Dedicated Engineering Team without any
       obligation on Intel to  first work with Phoenix to resolve the
       unsatisfactory performance.
             
3.4    (a)  Intel may request that Phoenix increase the number of
       engineers comprising the Dedicated  Engineering Team to more than
       twenty (20) by giving Phoenix written notice of such request at least
       [*] days prior to the date on which Intel is requesting that such
       additional engineers become part of the Dedicated Engineering Team.
       Phoenix agrees to  comply with any request which would not cause
       a cumulative increase in the number of members of the Dedicated 
       Engineering Team by more than [*] of the number of members in a
       given Year.  In the event the number of engineers is increased
       beyond twenty (20), then Phoenix shall invoice Intel for such
       additional engineers in accordance with the rates set forth in
       Section 4.1 (d).
        
       (b)  Intel, in its sole discretion, may reduce the Dedicated
       Engineering Team to any number equal or greater to twenty (20) by
       giving Phoenix at least [*] days notice prior to the date on
       which Intel is requesting that such reduction occur; provided,
       however, that the charges invoiced by Phoenix hereunder for
       such engineers will be reduced by the then-current

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -6-

<PAGE>

       charge for the particular engineers removed, pro-rated for that portion
       of the Year during which such engineers are removed.
      
3.5    Intel will have the right to require up to twenty (20) members
       of the Dedicated Engineering Team to be located at a site or sites,
       selected by Phoenix, near  facilities where Intel's organization
       supporting system-level software on Intel Products are located, such
       location presently being Hillsboro, Oregon.   Phoenix will have the
       right to determine where any members of the Dedicated Engineering
       Team  beyond such members near Intel's facility will be located.  If
       Intel moves such Intel facilities or parts  thereof to a place which
       is more than twenty-five (25) miles from the present site and
       requests that  Phoenix move all or a portion of the On-Site
       Engineering Team to or near the new site, Intel will be  responsible
       for reimbursing Phoenix for the following actual and reasonable costs
       associated with  relocating its employees to a new site, to the
       extent consistent with Intel's employee relocation reimbursement
       policies:
             
             (a) the out of pocket costs for transportation, lodging, meals,
       and shipping required to move  the members of the On-Site Engineering
       Team and the members of their household, equipment, furniture and
       fixtures,
       
             (b) the out of pocket transportation, lodging and meals costs for
       up to [*] trips for no more than [*] per trip by no more than [*]
       Phoenix personnel charged with locating and establishing a new work
       site for the On-Site Engineering  Team, and
             
             (c) reimbursement of up to [*] months worth of rent incurred to
       terminate any lease relating to the previous site for the On-Site
       Engineering Team, provided that such  [*] month maximum reimbursement
       amount shall be reduced by  [*] rent for each month of advance notice
       beyond  [*] months' advance notice that Intel gives Phoenix prior to
       moving the On-Site Engineering Team.
      
       If Intel requests that the On-site Engineering Team be split among
       multiple sites and Phoenix documents in advance in writing to Intel's
       Business Coordinator that Phoenix's reasonable costs are increased by
       such multiple sites, and if Intel elects to split the On-site
       Engineering Team among multiple sites after receiving such
       information,  then Intel shall reimburse Phoenix for the difference
       in costs to Phoenix between having such multiple sites and having a
       single site for the first year of startup and maintaining each such
       new site.
      
3.6    Phoenix will perform the work outlined in Exhibit D, and Intel
       and Phoenix representatives comprised of the Coordinators and, if
       appropriate, members of the Dedicated Engineering Team and of the
       Intel engineers, will meet from time to time (but no less often than
       quarterly) to establish by mutual agreement a list of future
       deliverables in addition to the work in Exhibit D, including
       specifications, milestones, and schedules, for the Dedicated
       Engineering Team.  Failure to agree on such a list of deliverables or
       failure to agree on a license requested by Phoenix pursuant to
       Section 3.9 may, in Intel's sole discretion, be treated the same as
       failure to provide satisfactory performance as provided in Section
       3.3, entitling Intel to reduce the number of members of the Dedicated
       Engineering Team.
      
3.7    Phoenix will have the right to reassign any member of the
       Dedicated Engineering Team, provided that it replaces that member
       with another person with equivalent skills. Intel will have the right
       to request the immediate removal of any member of the Dedicated
       Engineering Team for security or safety reasons or any other reason
       under Intel's personnel policies for which employees can be
       dismissed, upon written notice to Phoenix.  Phoenix will have a
       reasonable period of time, but not more than  [*] days, to
       replace such member.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -7-

<PAGE>

3.8    In addition, Intel and Phoenix will discuss and attempt to
       resolve any assertion by Intel that a member of the Dedicated
       Engineering Team fails to meet reasonable performance standards.  If
       Intel and Phoenix agree that such member should be removed from the
       team, Phoenix will have a reasonable period of time, but not more
       than [*] days, to replace such member.
      
3.9    In the event that Intel and Phoenix agree that any features
       and/or functionality for Phoenix Products developed or to be
       developed by Phoenix pursuant to Section 3.1(a) requires a license
       under one or more patent claims and/or copyrights of Intel
       specifically identified by Phoenix in writing that cover such
       features and/or functionality and are necessary for Phoenix to make,
       have made, use, sell, lease, copy, modify, or distribute such
       features and/or functionality embodied in software provided such
       software is incorporated only in Phoenix Products, and Phoenix and
       Intel are unable to agree to reasonable terms for such license, then
       Phoenix shall be relieved of its obligations under Section 3.1(a) to
       develop and support such features and/or functionality for Intel. 
       Intel may elect to grant or not grant any such license in its sole
       discretion.  If Intel does agree to grant such a license, such grant
       shall be pursuant to a separate written agreement between the
       parties.  In the event that Intel does not agree with Phoenix that a
       license from Intel under one or more patent claims or copyrights
       specifically identified in writing by Phoenix is required in order
       for Phoenix to make, have made, use, sell, lease, copy, modify or
       distribute products incorporating such features and/or functionality
       embodied in software, then Intel will either promptly so state to
       Phoenix in writing or else Phoenix shall be relieved of its
       obligations under Section 3.1(a) to develop and support such a
       feature for Intel.
      
       In the event that Intel and Phoenix agree that any Dedicated
       Development developed or to be developed by Phoenix under Section 3.6
       requires a license under one or more patent claims and/or copyrights
       of Intel specifically identified by Phoenix in writing that cover
       such Dedicated Development and are necessary for Phoenix to make,
       have made, use, sell, lease, copy, modify, or distribute such
       Dedicated Development embodied in software provided such software is
       incorporated only in Phoenix Products, and Phoenix and Intel are
       unable to agree to reasonable terms for such license, then Phoenix
       shall not be required hereunder to devote more than [*] of the
       Dedicated Engineering Team to the development and support of such
       Dedicated Development for Intel.  Intel may elect to grant or
       not grant any such license in its sole discretion.  If Intel does
       agree to grant such a license, such grant shall be pursuant to
       a separate written agreement between the parties.  In the event
       that Intel does not agree with Phoenix that a license from Intel
       under one or more patent claims or copyrights specifically
       identified in writing by Phoenix is required in order for Phoenix
       to make, have made, use, sell, lease, copy, modify or distribute
       products incorporating such Dedicated Development embodied in
       software, then Intel will either promptly so state to Phoenix in
       writing or else Phoenix shall not be required hereunder to devote
       more than [*] of the Dedicated Development Team to the development
       and support of such Dedicated Development for Intel.
      
3.10   Phoenix will submit a monthly report in a format acceptable to
       both Parties which includes as a minimum a summary of status of all
       Phoenix activities then underway under this Agreement, a description
       of the technical design concepts or approach for each activity,
       progress against schedule, and significant developments and problems
       during the reporting period.  Intel's receipt of  this report shall
       in no way be deemed  to constitute input from Intel with respect
       designs, specifications, and instructions for Phoenix Products and
       Dedicated Developments. 
      
3.11   Phoenix will submit to Intel a resume (but without the name of
       the individual on such resume) for every engineer which Phoenix
       intends to assign to the Dedicated Engineering Team not less than two
       weeks before such assignment.   Intel may review and comment on such
       resumes, but selection of qualified personnel is at Phoenix's sole
       discretion.  
      
4.     INTEL OBLIGATIONS

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4.1    COMPENSATION:  In consideration of the grant of the licenses
       and the other rights given to Intel and work performed by Phoenix
       hereunder, Intel agrees to pay Phoenix the amounts set forth in this
       Section 4 and Exhibit B, which shall be the only payments due Phoenix
       for such licenses, rights and work.
      

      
       (a)   ANNUAL FEE: Intel will pay Phoenix a non-refundable Minimum
       Annual Fee that shall accrue and be earned quarterly, with the first
       quarter of the Minimum Annual Fee accruing on the date of this
       Agreement.  The amount of each Minimum Annual Fee during the Term is
       set forth in Exhibit B.  Each Minimum Annual Fee will be payable in
       four equal quarterly installments on or before the first business day
       of each calendar quarter; provided, however, that the first quarterly
       installment of  [*] shall be due concurrently with the execution
       of this Agreement and shall represent the portion of the
       Annual Fee through the quarter ending March 31, 1996.
      
       (b)   PER COPY ROYALTIES:  In addition to the Minimum Annual Fee
       amount, for each Year, Intel will pay Phoenix a per copy royalty for
       each copy of an Intel Product which contains a Phoenix Product and/or
       a Dedicated Development (but not for copies of Tools other than as
       set forth in Section 4.1(e) below) which Intel and its sublicensees
       distribute to customers in any Year in excess of the amount referred
       to in Exhibit B as "Schedule Units (M)".
      
       (c)   SOURCE CODE FEES:  If Intel sublicenses any Source Code
       version of Phoenix Products or Dedicated Developments to any
       customer, Intel will pay Phoenix the Source Code license fee set
       forth in Exhibit B hereto.
      
       (d)   FEES FOR DEDICATED ENGINEERING TEAM:  The charge for the first
       twenty (20) members of the Dedicated Engineering Team per Year is
       included in the Minimum Annual Fee described above. Intel will pay
       Phoenix for each additional member at the annual rate of  [*] per
       engineer added by Phoenix at Intel's request in accordance with
       Section 3.4 above, if during the Year prior to the Year during which
       such engineer is first requested Intel and its sublicensees shipped
       less than the Schedule Units (as defined in Exhibit B) for such prior
       year.  Intel will pay Phoenix for each such additional member at the
       annual rate of  [*] per engineer added by Phoenix at Intel's request
       in accordance with Section 3.4 above, if during the Year prior to the
       Year during which such engineer is first requested Intel has shipped
       more than the Schedule Units for such prior  Year ; provided, however,
       that if the request is made in calendar 1997, the  [*] will apply if
       during the prior Year Intel and its sublicensees shipped  [*] of the
       Schedule Units for calendar year 1996. Once the annual rate for an
       additional engineer is determined in accordance with this Section
       4.1(d), such rate shall remain fixed at such amount for each Year
       thereafter during which such engineering position is rendering
       services to Intel.  The amount will be prorated based on the portion
       of the Year during which the additional engineer performs services as
       part of the Dedicated Engineering Team.
      
       (e)   THIRD PARTY SOFTWARE:  Tools may include Software developed by
       one or more third parties for which Phoenix is required to pay
       royalties or license fees to such third parties.  Intel will reimburse
       Phoenix for any such royalties or license fees which are based on [*]
       with respect to copies of Tools utilized by Intel hereunder, provided
       that Phoenix has disclosed and Intel has approved such royalties or
       license fees in advance.  If Intel does not approve any particular
       royalties or license fees, then Phoenix will not supply any Tool
       hereunder containing the third party Software which requires such
       royalties or license fees. Intel will not be required to reimburse
       Phoenix for any  [*] which Phoenix becomes obligated

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                                     -9-

<PAGE>

       to pay to any third party to obtain licensing or sublicensing rights
       with respect to Software incorporated into Phoenix Products and/or
       Dedicated Developments.
      
4.2    ROYALTY EXCLUSIONS
      
       No royalties will be payable by Intel pursuant to Sections 4.1(b)
       and 4.1(c) for copies of Phoenix Products and/or Dedicated
       Developments, which are i) used internally by Intel, its sublicensees
       and/or authorized representatives for software development or 
       customer support, ii) used by Intel, its sublicensees and/or
       authorized representatives for evaluation, demonstration or marketing
       purposes (provided such party does not receive a royalty or other fee
       beyond manufacturing costs), iii) used by Intel, its sublicensees,
       and/or authorized representatives internally for demonstration,
       training, evaluation, support and similar purposes, iv) shipped by
       Intel, its sublicensees and/or authorized representatives as
       replacement copies for copies found to be defective in materials,
       manufacture or reproduction, v) used by Intel, its sublicensees
       and/or authorized representatives as archival or back up copies, vi)
       used by Intel, its sublicensees, and/or authorized representatives
       solely for compatibility testing, or vii) transferred from one
       end-user to another in accordance with any applicable licenses,
       provided the transferor does not retain any copies.
      
4.3    MAINTENANCE OF RECORDS; AUDIT RIGHTS
      
       (a)   For a period of two (2) years following payment by one Party of
       any amount owed the other Party hereunder, each Party will maintain any
       records it may have with respect to such payment, which in the case of
       Intel shall include records showing the number of units of Intel
       Products or other products incorporating Phoenix Products or Dedicated
       Developments shipped by Intel and/or its sublicensees with respect to
       any Year for which a Per Copy Royalty may be due, and in the case of
       Phoenix shall include records relating to reimbursable costs under
       Section 3.5, to third party software royalties or license fees under
       Section 4.1(e) and to charges for additional engineering services
       rendered pursuant to Section 9.4.  In the case of Intel, such records
       will include any records received by Intel from its sublicensees or
       generated by Intel relating to amounts owed by its sublicensees
       as a result of the sublicense.

       (b)   Each Party may, at its own expense and upon at least five
       (5) business days' notice to the other Party, cause an audit to be
       performed by an independent auditor acceptable to both Parties of the
       records of the other Party described in Section 4.3(a) above.  The
       audit shall be for the purpose of confirming the accuracy of the
       payment of fees and royalties or other charges in accordance with
       this Agreement (including without limitation Exhibit B attached
       hereto) and the obtaining of appropriate licenses with sublicensees. 
       The auditor will report to the Party commissioning the audit only
       such information obtained during the course of such audit as is
       necessary to determine whether the payments made by the other Party
       hereunder were correct and/or appropriate licenses with sublicensees
       were obtained.  Each Party may cause such audits to be conducted not
       more frequently than once in any Year and only during normal business
       hours and at the other Party's facility(ies) where such records are
       kept. If any such audit discloses an error in payment by either Party
       of amounts owed the other Party in an amount greater than 5% of the
       total amounts owed for the period audited, the audited Party will
       also reimburse the commissioning Party for all expenses (including
       the fees and expenses incurred by the independent third party
       referred to in the first sentence hereof) in connection with such
       audit.
      
4.4    PAYMENT

       (a)   Phoenix will issue Intel an invoice for any charges due
       hereunder for additional engineering help requested from Phoenix
       pursuant to Section 9.4 below, and for any charges due pursuant to
       Sections 3.4 and 3.5 above and Sections 4.1(d) and 11(a)(ii) below. 
       Such amounts shall be  payable forty-five (45) calendar days after the
       close of the month in which the invoice is received.

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<PAGE>

       (b)   Intel will submit Shipment and Royalty Reports to Phoenix
             within forty-five (45) days after the end of each calendar
             quarter during the Term and any period thereafter during which
             Intel may have per unit royalty payment or Source Code sublicense
             fee payment obligations hereunder to Phoenix under Sections 4.1(b),
             4.1(c), and 4.1(e).  Such reports will indicate the shipments (if
             any) by Intel or its sublicensees with Phoenix Products or
             Dedicated Developments in excess of Schedule Units for which a per
             copy royalty has not previously been paid, and the names of any
             sublicensees to whom Intel has issued a Source Code sublicense
             during such quarter and the version of the Source Code sublicensed.
             Such reports will be accompanied by a check for the amount of the
             Source Code license fees due Phoenix pursuant to Exhibit B hereto
             for any Source Code sublicenses and for the amount of the aggregate
             per copy royalties due Phoenix, if any, for such quarter.
       
5.     WARRANTIES

5.1    Each Party warrants and represents to the other that it has all
       authority to enter into this Agreement and to perform the obligations
       hereunder.
      
5.2    Phoenix warrants and represents that it has all right, title,
       and interest and/or license rights in Phoenix Products and Dedicated
       Developments (other than those portions of jointly owned Dedicated
       Developments created by Intel) necessary to grant the licenses set
       forth herein and has not taken any action or suffered any action to
       be taken with respect to the Phoenix Products and/or Dedicated
       Developments which would restrict or affect the rights of Intel and
       its sublicensees hereunder.

5.3    Phoenix warrants and represents that no third party has any
       ownership right in, title to, or lien on any intellectual property of
       Phoenix licensed under this Agreement to the best of its knowledge
       and belief.
      
5.4    Phoenix warrants and represents that the information contained
       in the Certificate of Originality set forth in Exhibit E hereto is
       current, accurate, and complete as of the Effective Date to the best
       of its information and belief.   Furthermore, Phoenix warrants and
       represents that it has used best efforts to verify that the
       information set forth in Exhibit E is current, accurate, and complete
       as of the Effective Date.
      
5.5    Phoenix  warrants and represents that any Software as delivered
       by Phoenix to Intel is free of any harmful code, defined for purposes
       of this Agreement as any computer code, programming instruction, or
       set of instructions which have been designed with the ability to
       damage, interfere with, or otherwise adversely affect computer
       programs, data files, or hardware, without the consent or intent of
       the computer user, including without limitation, self-replicating and
       self-propagating programming instructions commonly referred to as
       viruses and worms.

5.6    Phoenix warrants that each Production Release of the Phoenix
       Products and Dedicated Developments (other than Tools and those
       portions of jointly owned Dedicated Developments created by Intel
       that are not incorporated into Phoenix Products), as delivered by
       Phoenix to Intel will perform in accordance with the Phoenix
       Specifications applicable to such Phoenix Product or Dedicated
       Development, until [*] after Phoenix ceases to ship a
       version of a Phoenix Product or Dedicated Development to any third
       party. Phoenix will, at its own expense, within the time frames
       specified in Exhibit F, correct any conditions discovered in the
       Phoenix Products that cause such products not to perform in
       accordance with its Specifications ("Errors") provided that (a) Intel
       reports the Errors to Phoenix in writing and (b) Intel provides
       access (which

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<PAGE>

       at Intel's option, may be on-site at Intel) to at least two (2)
       systems in which the problems can be reproduced (if Phoenix
       does not have such systems available).
      
       If Phoenix is unable to correct any Error after reasonable
       efforts, Intel may at Intel's option either (a) correct the Error and
       collect from Phoenix its reasonable actual direct costs of doing so
       or (b) Intel may receive a refund from Phoenix; in each case the
       amount to be paid to Intel shall not exceed the amount paid or owing
       to Phoenix hereunder for the actual number of units of such Phoenix
       Product or Dedicated Development containing such Error.
      
5.7    NEITHER PARTY  MAKES ANY WARRANTIES, EITHER EXPRESS OR IMPLIED,
       WITH RESPECT TO THE PHOENIX PRODUCTS, TO DEDICATED DEVELOPMENTS OR TO
       UPDATES AND ENHANCEMENTS, OR TO ANY OTHER SOFTWARE OR INFORMATION,
       OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS SECTION 5, AND EACH
       PARTY EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT
       LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
       A PARTICULAR PURPOSE.
      
5.8    Nothing contained in this Section 5 shall diminish Phoenix's
       obligations of support set forth in Section 9 and Exhibit F hereto.
      
6.     INDEMNIFICATION
      
6.1    PRODUCT LIABILITY
      
       Phoenix agrees to defend, indemnify, and hold Intel, its officers,
       employees, agents, representatives, sublicensees, and/or customers, 
       harmless from and against any and all third-party claims, damages,
       actions, liabilities, costs, and expenses arising out of or in
       connection with damage to any property and personal injury or death
       by whomever suffered to the extent resulting from (i) any defect in
       the Phoenix Products or Dedicated Developments or breach of any
       warranty of Phoenix set forth in Section 5 above, or (ii) any
       negligent or willful act of Phoenix.
      
6.2    INTELLECTUAL PROPERTY
    
       (a)  Subject to the limitation of liability set forth in Section 7
       below (other than in the case of willful infringement by Phoenix),
       Phoenix will defend or settle any suit or proceeding brought against
       Intel, its officers, employees, agents, representatives, sublicensees,
       and/or customers, in any country where Phoenix has supplied the
       Phoenix Products and/or Dedicated Developments to any customer based
       on a claim that the Phoenix Products and/or Dedicated Developments
       (other than third party Software contained in Tools which Phoenix has
       notified Intel were developed by or contain Software supplied by third
       parties) or related user documentation as provided by Phoenix to Intel
       under this Agreement, when used in accordance with this Agreement
       infringes any patent, mask work, copyright, trade secrets, or other
       intellectual property right of a third-party; provided Phoenix is
       notified promptly by Intel of such claim in writing, is allowed to
       direct the defense and settlement of the claim, and is given by Intel
       the authority, information and assistance (at Phoenix's expense) for
       the defense of same.  Subject to the limitation of liability set forth
       in Section 7 below (other than in the case of willful infringement by
       Phoenix), Phoenix will pay all damages and costs awarded therein
       against Intel and its subsidiaries and all expenses incurred by them,
       including reasonable attorney or solicitor fees.  If such  Phoenix
       Products and/or Dedicated Developments, and/or related user
       documentation or any portion thereof are held in such suit to
       constitute infringement and its use is enjoined, Phoenix will, at its
       own expense, procure for Intel, its subsidiaries and its customers the
       right to continue using them, replace them with functionally
       equivalent non-infringing products, or modify them to become
       functionally equivalent non-infringing.

       (b)  Notwithstanding Section 6.2(a), Phoenix will have no liability
       for any infringement claim of any kind:

            (i)  to the extent it is based on modification of the Phoenix
       Products or Dedicated Developments or related user documentation by
       Intel or its authorized representatives, if the claim would have been
       avoided if the foregoing had not been modified; or

            (ii)  to the extent it is based on combination of any of the
       Phoenix Products or Dedicated Developments with software or hardware
       not supplied by Phoenix to perform a function, operation or process or
       to form an apparatus that performs a function, operation or process
       other than those that the Phoenix Products or Dedicated Developments
       are designed by Phoenix to perform; or

            (iii)  to the extent it results from failure of Intel or its
       customers to use  within forty-five (45) days of receipt by Intel from
       Phoenix of updated or modified Phoenix Products, Dedicated
       Developments or related user documentation provided by Phoenix which
       Phoenix notifies Intel is intended to avoid the infringement; or

            (iv)  to the extent it arises as a result of use or distribution
       by Intel of Software supplied by Intel to Phoenix for incorporation in
       Phoenix Products or Dedicated Developments; or

            (v)  to the extent it is based upon or arises out of Phoenix's
       compliance with Intel's designs, specifications or instructions as
       conveyed in writing through Intel's Technical Coordinator.
       [*]
7.     LIMITATION OF LIABILITY

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<PAGE>

       REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
       ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE
       TO THE OTHER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT,
       INCIDENTAL OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF
       SUCH  DAMAGES.  IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY AND
       INDEMNITIES UNDER THIS AGREEMENT FOR ALL CAUSES OF ACTION ON A
       CUMULATIVE BASIS ARISING DURING ANY PARTICULAR YEAR EXCEED THE
       PAYMENTS ACTUALLY MADE BY INTEL HEREUNDER DURING THE CALENDAR YEAR
       PRECEDING THE YEAR DURING WHICH THE CLAIM UPON WHICH THE LIABILITY OR
       INDEMNITY IS BASED WAS FIRST MADE (OR, IN THE CASE OF CLAIMS ARISING
       BETWEEN THE EFFECTIVE DATE OF THIS AGREEMENT AND DECEMBER 31, 1996,
       SUCH PAYMENTS ACTUALLY MADE BY INTEL HEREUNDER DURING SUCH PERIOD);
       PROVIDED, HOWEVER THAT  THE PRECEDING CLAUSE SHALL NOT APPLY TO LIMIT
       PAYMENTS OWED BY INTEL TO PHOENIX UNDER SECTION 4.1, PHOENIX'S
       OBLIGATIONS UNDER SECTION 6.1, PHOENIX'S OBLIGATIONS UNDER SECTION 6.2 TO
       THE EXTENT ARISING OUT OF WILLFUL INFRINGEMENT BY SUCH PARTY, AND
       PHOENIX'S OBLIGATIONS OF REFUND PROVIDED FOR IN SECTION 5.5.
      
      
8.     CONFIDENTIALITY
      
8.1    (a)  During the Term of this Agreement, each Party will hold
       any of the other's Confidential Information (as defined in the next
       paragraph) in confidence and will: (i) use the same degree of care to
       prevent unauthorized disclosure of the Confidential Information and
       unauthorized disclosure or unauthorized use of the Source Code that
       the receiving Party uses with its own information of like nature (but
       in no event less than reasonable care), (ii) limit disclosure of the
       Confidential Information, including any materials regarding the
       Confidential Information that the receiving Party has generated, to
       such of its employees and contractors or sublicensees as have a need
       to know the Confidential Information to accomplish the purposes of
       this Agreement, (iii) advise its employees, agents, contractors and
       sublicensees of the confidential nature of the Confidential
       Information and of the receiving Party's obligations under this
       Agreement.
      
       (b)  For purposes of this Agreement, the term "Confidential
       Information" refers to the following items relating to the
       confidential and proprietary information, including trade secrets, of
       the disclosing Party: (i) all written materials provided by the
       disclosing Party that are clearly marked as confidential, (ii) any
       tangible materials provided by the disclosing Party that are clearly
       marked as confidential, and (iii) all information that is orally or
       visually disclosed by the disclosing Party if it is identified as
       confidential at the time of disclosure and is reduced to written
       disclosure delivered to the receiving Party within thirty (30) days
       after the original disclosure.  All Source Code will be deemed to be
       "Confidential Information."  "Confidential Information" will not
       include, even if marked as confidential, materials or information
       which:  (i) is rightfully known without obligations of
       confidentiality by the receiving Party, (ii) is or becomes public
       knowledge through no wrongful act of the receiving Party, its agents,
       employees, sublicensees or affiliates, (iii) is rightfully received
       by the receiving Party from another Party authorized by the
       disclosing Party to disseminate such materials or information, (iv)
       is independently developed by the receiving Party without breach of
       this Agreement, or (v) is approved in writing for release by the
       disclosing Party.  Any employee or contractor or sublicensee of the
       receiving Party having access to the Confidential Information will be
       required to sign a non-disclosure agreement protecting the
       Confidential Information if not already bound by such a
       non-disclosure agreement.
      
       (c)  Each Party acknowledges and agrees that unauthorized use or
       disclosure of such Source Code would cause the other Party
       irreparable harm which may not be adequately compensated by 

                                    
                                     -13-

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       monetary damages and that, accordingly, the other Party is entitled to
       preliminary and injunctive relief to remedy any actual or threatened
       unauthorized use or disclosure of such Source Code.
      
       (d)  Notwithstanding any other provision hereof, neither Party's
       receipt of or access to the Source Code of the other Party pursuant
       to this Agreement shall create any obligation on the part of such
       Party to limit or restrict the assignment of its employees; provided,
       however, that (i) Intel agrees that no personnel who have had access
       to any Phoenix Source Code hereunder in tangible or human readable
       form will, for at least [*], be assigned to work on any project
       (other than outside standard committees or similar activities)
       with technical personnel from, or with any Source Code of
       SystemSoft Corporation or Award Software, and (ii) Phoenix agrees
       that no personnel who have had access to any Confidential Information
       of Intel provided to Phoenix under this Agreement in tangible or
       human readable form will, for at least  [*], be assigned to
       work on any project (other than outside standard committees or
       similar activities) to develop software or other products to
       be used with any processor, motherboard, or multi-chip module
       manufactured by a party other than Intel.  Nothing in this
       Agreement shall be construed as preventing employees of one Party who
       have had access to such Source Code or Confidential Information of
       the other Party from drawing upon or using any skills, knowledge,
       talent or experience of a general nature acquired by them in the
       course of working with such Source Code or Confidential Information,
       provided that (i) such employees may not refer directly to such
       Source Code or Confidential Information of the other Party in
       tangible form when working on equivalent or substitute products or
       other products of such Party, and (ii) such employees do not infringe
       copyrights or patents of the other Party not otherwise within the
       scope of any licenses granted to such Party hereunder.
      
8.2    Except to the extent required by law or judicial order or
       except as provided herein, neither Party shall disclose this
       Agreement or any of its terms without the other's prior written
       approval, which approval will not be delayed or unreasonably
       withheld.  Either Party may disclose this Agreement to the extent
       required by law or judicial order, or rules or regulations of any
       federal, state, or local organization, provided that the disclosing
       Party will notify the other Party of the portions of the Agreement it
       intends to disclose promptly before such disclosure and will
       cooperate with the other Party to the maximum extent possible to seek
       confidential treatment with respect to the disclosure if requested by
       the other Party.
      
8.3    Prior to the execution of this Agreement, the parties will
       agree on the content of a joint press release announcing the
       existence of this Agreement, which press release will be issued as
       mutually agreed by the parties.   Prior to any public announcement
       about the Transition Plan, the parties will agree on the content of a
       joint press release announcing information about the Transition Plan,
       which press release will be issued as mutually agreed by the parties.
       
      
8.4    Neither Party will be required to disclose to the other any confidential
       information of any third party without having first obtained such
       third party's prior written consent.
      
8.5    The provisions of this Section 8 shall survive for a period of
       five (5) years (and indefinitely with respect to Source Code of the
       Phoenix Products and Dedicated Developments and any Confidential
       Information of Intel related to Intel processor  technology or Intel
       Source Code) from the date of disclosure.
      
9.     SUPPORT
      
9.1    Intel will provide all first level support to its customers. 
      
9.2    Phoenix will provide support to Intel as specified in Exhibit F.
      
9.3    Phoenix will provide training to Intel as specified in Exhibit D.

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9.4    Intel may obtain additional engineering services from Phoenix
       outside the scope of the Dedicated Engineering Team, by submitting a
       written request to Phoenix specifying the requested work to be
       performed and the requested dates of completion.  Intel will provide
       such additional information requested by Phoenix in order to enable
       Phoenix to prepare a Statement of Work which contains a detailed
       description of the work to be performed, the specifications for the
       work, the deliverables and the estimated completion dates of the
       deliverables.  No work will commence by Phoenix until the parties
       mutually agree to the Statement of Work.  Phoenix will be compensated
       for all services rendered pursuant to the Statement of Work at a rate
       of  [*] per day per engineer plus all necessary travel and living
       expenses incurred if such work is rendered outside of the premises
       of Phoenix and authorized in advance by Intel.
      
10.    TERM AND TERMINATION
      
10.1   TERM.  The Term of this agreement shall commence with the
       Effective Date and expire on December 31, 2002, unless terminated
       earlier as provided herein.
      
10.2   TERMINATION.  This Agreement may be terminated under the follow
       circumstances and conditions:
      
       (a)  CONVENIENCE.  Intel may terminate this Agreement for
       convenience at any time after the third anniversary of the date of
       this Agreement.  Such termination will be effective twelve (12)
       months after the date on which written notice of such termination is
       given by Intel.  Intel may provide such termination notice any time
       after the second anniversary date of this Agreement.  
      
       (b)  BREACH.  Either Party may terminate this Agreement upon
       forty-five (45) days written notice if the other Party breaches any
       of its material obligations hereunder.  Termination will be effective
       at the end of the notice period, unless the breach is cured during
       the forty-five (45) day notice period.
      
10.3   EFFECT OF TERMINATION.  The following is applicable upon
       termination or expiration of this Agreement:
      
       (a)  The confidentiality provisions of this Agreement will
       survive termination or expiration hereof in accordance with the
       provisions of Section 8.5 above.  In addition, the provisions of
       Sections 1, 2.6, 2.8(b), 2.9, 2.11, 4 (except section 4.1(d)), 6-7,
       10, 11(a), 12 and 14 will survive termination or expiration of this
       Agreement.  In addition, the provisions of Section 5 will survive
       termination or expiration of this Agreement, provided, however, that
       the warranty set forth in Section 5.5 shall apply only for a period
       of six (6) months after expiration or termination and only with
       respect to products actually shipped by Intel or its sublicensees as
       of the date of such expiration or termination.
      
       (b)  Unless the Agreement is terminated by Phoenix pursuant to Section
       10.2(b) above, Intel will have the right to continue to exercise the
       rights set forth in Sections 2.1, 2.3 and 2.4, subject to the
       limitations set forth in Sections 2.8(b) and 2.9, with respect to the
       Phoenix Products and Dedicated Developments in existence on the date
       of termination or expiration of this Agreement and will (subject to
       the provisions of Section 10.3(c) below) have a [*] license to use
       Phoenix intellectual property with respect to such Phoenix Products
       and Dedicated Developments. If Phoenix terminates this Agreement
       pursuant to Section 10.2(b) above, Intel and its sublicensees will
       have no further rights with respect to Phoenix Products and Dedicated
       Developments from and after the date of such termination and Intel
       will return to Phoenix all copies of Phoenix Products and Dedicated
       Developments, except for a reasonable number of copies which it may
       maintain for archival and support purposes only.  Intel and its
       sublicensees will also have the right to distribute Phoenix Products
       in inventory and to make copies for work in process for 180 days after
       such termination; provided, however, any Phoenix Products so
       distributed will be distributed in accordance with all other
       provisions hereof and provided, further, that Intel shall pay fees and
       royalties in amounts determined as though this Agreement had not been
       so terminated.  If Phoenix terminates this Agreement pursuant to
       Section 10.2(b) above, Intel and its sublicensees will have no further
       rights with respect to Phoenix Products and Dedicated Developments from
       and after the date of such termination and Intel will return to Phoenix
       all copies of Phoenix Products and Dedicated Developments, except for a
       reasonable number of copies which it may maintain for archival and
       support purposes only.  Intel and its sublicensees will also have the
       right to distribute Phoenix Products in inventory and to make copies for
       work in process for [*] days after such termination; provided,
       however, any Phoenix Products so

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<PAGE>

       distributed will be distributed in accordance with all other provisions
       hereof and provided, further, that Intel shall pay fees and royalties in
       amounts determined as though this Agreement had not been so terminated.
      
       (c)  [*]  In no event, will Intel be obligated to pay any
       fees or royalties for use of  Phoenix Products or Dedicated Developments
       following expiration or termination, except as set forth in Exhibit B.
      
       (d)  Phoenix will not be required to provide Intel with any
       Phoenix Products, Updates and Enhancements or Dedicated Developments,
       with the services of the Dedicated Engineering Team, or with any
       support (except as explicitly set forth herein) with respect thereto
       from and after the date of termination or expiration of the Agreement.
      
11.    TREATMENT OF EMPLOYEES
      
       (a)  Except as provided herein, neither Party may actively
       solicit the other's employees during the term of this Agreement and
       for one year thereafter.  For purposes of this provision, the term
       "actively solicit" shall not include a Party's activities related to
       publishing job postings or listings to the Party's employees or job
       applicants in general.  Notwithstanding the foregoing, nothing in
       this Agreement shall prevent either Party from responding to an
       employment inquiry received in the ordinary course of business from
       the other Party's employees.  Furthermore, if notice of Termination
       is given by Intel, or if this Agreement expires or is terminated for
       any reason other than by Phoenix pursuant to Section 10.2(b) hereof,
       Intel will have the right to make direct offers of employment to one
       or more members of the On-Site Engineering Team, but not before:
      
             (i)  forty-five (45) days after any notice of termination by
       Intel under Section 10.2(b); or
      
             (ii)  with respect to each such member, the earlier of (a)
       sixty (60) days or (b) the day upon which Phoenix makes a direct
       offer to such member after any notice of termination by Intel under
       Section 10.2(a).  In the event that Intel hires any such members of
       the On-Site Engineering Team after the expiration of the waiting
       period, then (1) the number of members of the Dedicated Engineering
       Team that Phoenix shall be obligated to supply hereunder shall be
       reduced by the number of such engineers hired by Intel, and (2) the
       Annual Fees to be paid hereunder by Intel will be reduced by amounts
       equal to amounts in Section 3.3 for unsatisfactory performance or in
       Section  3.4(b) for reductions in the size of the Dedicated
       Engineering Team by the pro-rated amount for such engineers hired by
       Intel that Intel would otherwise have been required to pay hereunder
       had Phoenix supplied such engineers, provided, however, that Intel
       shall pay Phoenix a one-time fee equal to  [*] of the annual
       charge hereunder for each engineer hired by Intel.
      
       Intel agrees that, during any applicable waiting period, it will
       not recruit any such engineers other than to issue a general notice
       stating only that Intel has the right to make offers of employment
       after the applicable waiting period.
      
       (b)  Phoenix acknowledges that the following terms apply to
       employment of Phoenix engineers granted access to Intel's facilities:
      
             (i)  Intel may exercise routine supervisory administrative and
       technical control of the activities of such Phoenix engineers. 
       Notwithstanding the foregoing, such Phoenix engineers will, at all
       times and for all purposes, remain employees of Phoenix.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -16-

<PAGE>

             (ii)  Phoenix will pay the wages or salaries of such Phoenix
       engineers and will withhold all Federal, state and local taxes, if
       any, and all FICA contributions payable on such wages or salaries.
      
             (iii)  Phoenix will have the sole and exclusive responsibility
       for establishing policies and procedures with respect to employment
       of such Phoenix engineers.  With the exception of Intel's right to
       request removal of Phoenix engineers pursuant to Section 3 of this
       Agreement, Phoenix will have exclusive control of such Phoenix
       engineers with respect to hiring, firing, discipline, compensation,
       hours of work, benefits and other terms and conditions of employment,
       provided that Phoenix will not make any rules or implement any
       conditions with respect to employment of such employees that, in any
       way, conflicts with the regular Intel safety, security and
       information security rules and regulations related to Intel's
       facilities.
      
             (iv) Phoenix will maintain at its sole cost and expense, with
       nationally recognized companies, Comprehensive General Liability
       Insurance with limits not less than $1,000,000 U.S. per incident and
       a Broad Form Extended coverage endorsement, including but not limited
       to, Blanket Contractual, Product-Completed Operations, Premises
       Operations and Independent Contractors.  Phoenix will also maintain
       Statutory Worker's compensation coverage, including Broad Form All
       State's Endorsements and Employers Liability in the amounts required
       by law.
      
12.    OWNERSHIP OF PHOENIX PRODUCTS, DEDICATED DEVELOPMENTS, INTEL
       DEVELOPMENTS AND JOINTLY DEVELOPED PRODUCTS
      
12.1   Phoenix will have all ownership rights (including patents,
       copyrights, trade secrets and other intellectual property rights)
       with respect to Phoenix Products and Dedicated Developments developed
       by Phoenix.
      
12.2   Intel will have all ownership rights (including patents,
       copyrights, trade secrets and other intellectual property rights)
       with respect to Intel Developments.
      
12.3   Phoenix and Intel will identify and specify in writing and in
       advance of any development effort any technology, Software and/or
       products which will be jointly owned by Phoenix and Intel pursuant to
       this Agreement, and only that technology, Software and/or those
       products which are so specified in writing shall be jointly owned,
       and such joint ownership shall be without rights or obligations of
       accounting.  If the parties do not specify that a particular item of
       technology or Software or a particular product that is jointly
       developed by Phoenix and Intel is to be jointly owned, then the
       parties intend that such technology, Software and/or product will not
       be a joint work, and each Party will have separate ownership of those
       portions of such technology, Software and/or products that it created
       or developed.  With respect to technology, Software and/or products
       that are jointly owned, either Party may seek patent protection, or
       trademark and copyright registrations, with respect to such jointly
       owned technology, Software and/or products in the names of the
       parties as joint owners, and the parties shall share equally the cost
       of doing so.  In the event that one Party elects not to share in the
       cost of seeking patent protection, or trademark and copyright
       registrations, with respect to a particular item of such technology,
       Software and/or products, then (i) the other Party may do so in its
       own name only and at its sole expense, (ii) the Party electing not to
       share in such expenses will execute any documents and take any action
       reasonably requested to allow the other Party to seek such protection
       and registrations in its name only, and (iii) the Party in whose name
       such patent or trademark or copyright registration issues shall
       grant, and does hereby grant to the other Party, a non-exclusive,
       worldwide, perpetual, irrevocable, unrestricted, royalty free
       license, with full rights to sublicense, under the same.
      
13.    DEVELOPMENT OF A TRANSITION PLAN

                                     -17-

<PAGE>

       The Parties will work together to mutually agree, on or before
       February 15, 1996, to a written plan (the "Transition Plan") that
       defines the work, specifications, milestones, schedule, staffing, any
       rights Intel may choose to grant Phoenix in any intellectual property
       which Intel may choose to disclose to Phoenix,  and/or deliverables
       (the "Transition Services") to be performed by Phoenix to modify the
       Phoenix Products as necessary to enable them to support the range of
       features required by Intel to transition to the Phoenix Products for
       use with and/or incorporation into the Intel Products.  The
       Transition Plan will also include performance metrics required for
       Phoenix to earn the bonus of [*] for calendar 1996 set forth
       in Exhibit B.  The Transition Plan will provide that Phoenix will
       use up to ten (10) members of the Dedicated Engineering Team, and
       at least an equal number of skilled Phoenix engineers not
       on the Dedicated Engineering Team, during calendar 1996 to perform
       the Transition Services.  Intel will assign the equivalent of  at
       least two (2) full time senior engineers skilled in Intel's desktop
       computer products and the equivalent of at least two (2) full time
       senior engineers skilled in Intel's server computer products to
       assist Phoenix in performing the Transition Services.
      
       In the event the Parties are unable to agree to a Transition Plan
       by February 15, 1996 (or such extended period as the Parties may
       agree), then Intel may terminate this Agreement upon at least five
       (5) days advance written notice to the other Party.  In such event: 
       (i) the  [*] payment to be made by Intel hereunder upon execution
       of this Agreement as provided in Section 4.1(a) will remain
       nonrefundable; (ii) each Party will, within five (5) business
       days, return to the other Party all Source Code of the other Party
       and all tangible embodiments of the other Party's Confidential
       Information; and (iii) notwithstanding the provisions of Section
       10.3(a) above, the following provisions of this Agreement shall
       remain in effect:  Sections 1, 2.11,  5.7, 6-8, 12, and 14.
      
14.    MISCELLANEOUS
      
14.1   The respective rights and obligations of each of the parties
       hereto may not be assigned or delegated, in whole or in part, by
       operation of law or otherwise, without the express written consent of
       the other Party.  Subject to the foregoing, this Agreement will be
       binding upon and inure to the benefit of the respective successors
       and assigns of the parties.
      
14.2   Any written notice required or permitted to be made or given
       under this Agreement will be deemed delivered upon receipt if
       delivered via U.S. certified mail, return receipt requested:
      
       If to Phoenix:                    If to Intel:
      
       Phoenix Technologies Ltd.         Intel Corporation
       2770 De La Cruz Boulevard         Robert Noyce Building
       Santa Clara, CA 95050             2200 Mission College Blvd. 
       Attn: Vice President,             Santa Clara, CA 95052-8119
             Corporate Marketing         Attention: General Counsel  
                                         M/S SC4-203
       with a copy to:

       Phoenix Technologies Ltd.         Intel Corporation
       2770 De La Cruz Boulevard         5200 N.E. Elam Young Parkway
       Santa Clara, CA 95050             Hillsboro, OR 97124-6497
       Attn:  Legal Department           Attention:  Legal Department
                                         M/S HF3-03

14.3   No amendment or modification of this Agreement shall be
       effective unless it is set forth in a writing which refers to the
       particular provision(s) so amended or modified and is executed by
       authorized representatives of both parties. No failure or delay by
       either Party in exercising any

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                     -18-

<PAGE>

       right, power or remedy will operate as a waiver of any such right, power
       or remedy and any waiver as to a breach of any particular provision will
       not be deemed to be a waiver of any future breach of that same provision.
      
14.4   If any provision of this Agreement or the Exhibits is held by a
       court of competent jurisdiction to be unenforceable or contrary to
       law, the remaining provisions of this Agreement and the Exhibits will
       remain in full force and effect.
      
14.5   This Agreement shall be governed by and construed in accordance
       with the laws of the State of Delaware, without reference to its
       choice of law provisions, and United States patent and copyright laws.

14.6   Each Party will, at its own expense, comply with any
       governmental law, statute, ordinance, administrative order, rule or
       regulation relating to its duties under this Agreement and the
       Exhibits and shall procure all licenses and pay all fees and other
       charges required thereby.  Neither Party will export or reexport or
       authorize or permit its employees, agents, subcontractors or
       sublicensees to export or reexport any Phoenix Products, Dedicated
       Developments or other Software supplied hereunder to any country
       specified as a prohibited destination in applicable federal, state
       and local laws, regulations and ordinances, including the Regulations
       of the U.S. Department of Commerce and/or the U.S. Department of
       State, without first obtaining any requisite approval.
      
14.7   All rights and remedies, whether conferred hereunder, or by any
       other instrument or law will be cumulative and may be exercised
       singularly or concurrently.  Failure by either Party to enforce any
       term will not be deemed a waiver of future enforcement of that or any
       other term.  The terms and conditions stated herein are declared to
       be severable.
      
14.8   Neither Party will be held liable for failure to fulfill any of
       its obligations hereunder if such failure is caused by flood, extreme
       weather, fire, or other natural calamity, acts of governmental agency
       or similar causes beyond the control of such Party.
      
14.9   This Agreement may be executed in several counterparts, each of
       which shall be deemed to be an original, and all of which when taken
       together shall constitute one single agreement between the parties.
      
14.10  For at least thirty (30) days before commencing any litigation,
       each Party agrees to attempt to resolve any dispute hereunder through
       good faith negotiations.
      
14.11  This Agreement, including the Exhibits, sets forth the entire
       agreement between the parties with respect to the subject matter
       hereof and supersedes all prior communications, both written and
       oral, with respect to such subject matter.

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

PHOENIX TECHNOLOGIES LTD.        INTEL CORPORATION

By: /S/Robert J. Riopel          By: /s/Craig Barrett  
    -----------------------          --------------------------

Name: Robert J. Riopel           Name: Craig Barrett  
      ---------------------            -------------------------

Title: VP, Finance               Title: Executive Vice President
       --------------------             ------------------------

                                     -19-
<PAGE>

                                  EXHIBIT A

                               PHOENIX PRODUCTS

The following list of Phoenix Products will be delivered to Intel in both
Object Code and Source Code formats except where noted below. The Source Code
for all products is in the following languages : assembler level code, C
and/or C++.

PHOENIX PRODUCTS
----------------

PHOENIXBIOS VERSION 4.0 FOR INTEL PROCESSORS

PhoenixBIOS Version 4.0 and Phoenix ServerBIOS Version 4.0  are BIOS
software,  that support EISA, PCI, and PnP extensions,  that emulate the
Basic Input/ Output System (BIOS) residing in the read-only memory of the IBM
Personal Computer AT and provides all of the features of the IBM PC/AT ROM
BIOS, including POST and SETUP ,except support for the Basic programming
language.  The software executes from read-only memory and has been adapted 
a.) to support the Intel 386-TM-, Intel 486-TM-, Pentium-R- and Pentium Pro
processors, b.)  to conform to generally accepted definitions of EISA and PCI
compatibility including the EISA bus specifications distributed by BCPR
Services of Washington, DC and  the PCI specifications developed by the PCI
Special Interest Group for extensions Version 2.1,  and  c.) to conform to
generally accepted definitions of Plug and Play compatibility including PnP
BIOS specifications Revision 1.0A. Chipset and I/O Module Source Code support
is for Intel chipsets, where applicable, and other manufacturers chipsets,
where Phoenix contractual obligations allow Phoenix, or  where the other
manufacturer has given approval to Phoenix,  to deliver such Software to
Intel.

PHOENIX SERVERBIOS VERSION 4.0 FOR INTEL PROCESSORS

PhoenixBIOS Version 4.0 and Phoenix ServerBIOS Version 4.0  are BIOS
software,  that support EISA, PCI, and PnP extensions,  that emulate the
Basic Input/ Output System (BIOS) residing in the read-only memory of the IBM
Personal Computer AT and provides all of the features of the IBM PC/AT ROM
BIOS, including POST and SETUP except support for the Basic programming
language.  The software executes from read-only memory and has been adapted 
a.) to support the Intel 386, 486, Pentium-TM- and Pentium Pro-TM-
processors, b.) to provide extensions key to servers, such as multiple CPU
support, enhancements to POST, and pre-Boot logging and reporting, c.)  to
conform to generally accepted definitions of EISA and PCI compatibility
including the EISA bus specifications distributed by BCPR Services of
Washington, DC and  the PCI specifications developed by the PCI Special
Interest Group for extensions Version 2.1,  and d.) to conform to generally
accepted definitions of Plug and Play compatibility including PnP BIOS
specifications Revision 1.0A. Chipset and I/O Module Source Code support is
for Intel chipsets, where applicable, and other manufacturers chipsets, where
Phoenix contractual obligations allow Phoenix, or where the other
manufacturer has given approval to Phoenix,  to deliver such Software to
Intel.

                                       -20-

<PAGE>

                               EXHIBIT A (Continued)

PHOENIXMISER/DT

PhoenixMISER/DT BIOS software provides power management services designed to
interface with PhoenixBIOS Version 4.0,  Phoenix ServerBIOS Version 4.0 and
Multikey 42 or  42G. PhoenixMISER/DT provides power management control of
individual components through inactivity timers and/or enable/disable
settings, of processor operating speed (requires system support of
multi-speed operation and/or static mode CPU), hard disk motor operation (as
made possible by system and disk design) and other peripherals (as supported
by system design).  PhoenixMISER/DT includes APM (Advanced Power Management
as available in Microsoft DOS Vers. 5.0 and later) support.

PHOENIXVIEW/DT

PhoenixVIEW/DT is BIOS software that provides I/O services for IBM VGA and
VESA SVGA compatible CRT-based desktop graphics subsystems. PhoenixVIEW/DT
provides support for standard VGA registers, Interrupt 10h functions, VESA
VBE 1.2 SVGA standard, VESA VBE/PM standard, and VESA VBE/DDC standard.
PhoenixVIEW/DT, suitable for execution from read-only memory (ROM), may be
configured as a stand-alone or integrated service.

PHOENIX MULTIKEY/42G

The Phoenix MultiKey/42G is BIOS software that provides  keyboard
Input/Output (I/O) device services that support both AT and PS/2 compatible
systems. The MultiKey keyboard BIOS service is suitable for execution from
Intel 80C42 and 87C42 controllers and fully compatible devices.  The
MultiKey/42G provides support for password in an AT environment and extended
commands for the AT and PS/2 environments, as well as supporting PS/2
compatible mouse support in an AT compatible environment. The Phoenix
MultiKey/42G supports Power On Password and Quicklock Security features with
flashing LEDs to indicate security features invoked as well as inactivity
timers suitable for power management including Power Down Mode support.  Up
to 6 Hot Keys may be defined using the MultiKey/42G.  The Phoenix
MultiKey/42G is intended for use in personal computers containing keyboards
connected in a serial (as opposed to parallel) fashion.

PHOENIX MULTIKEY/42

The Phoenix MultiKey/42 is BIOS software that provides keyboard Input/Output
(I/O) device services that support both AT and PS/2 compatible systems.  The
MultiKey keyboard BIOS service is suitable for execution from Intel 8042 and
8742 controllers and fully compatible devices.  The MultiKey/42 provides
support for password in an AT environment and extended commands for the AT
and PS/2 environments, as well as supporting PS/2 compatible mouse support in
an AT compatible environment.  The Phoenix MultiKey/42 is intended for use in
personal computers containing keyboards connected in a serial (as opposed to
parallel) fashion.

PHOENIX MULTIKEY/42E

The Phoenix MultiKey/42E is BIOS software that provides keyboard Input/Output
(I/O) device services that support both AT and PS/2 compatible systems. The
MultiKey keyboard BIOS service is suitable for execution from Intel 8042 and
8742 controllers and fully compatible devices. The MultiKey/42E provides
support for password in an AT environment and extended commands for the AT
and PS/2 environments, as well as supporting PS/2 compatible mouse support in
an AT compatible environment. The Phoenix MultiKey/42E supports enhanced
Power on Password and Quicklock Security features that support both
Supervisor and User passwords of up to 16 characters.Up to 5 Hot Keys may be
defined using the MultiKey/42E. The Phoenix MultiKey/42E is intended for use
in personal computers containing keyboards connected in a serial (as opposed
to parallel) fashion.

PHOENIXCARD MANAGER 4.0

The PhoenixCARD Manager 4.0 is software that enables the use of PC Card
sockets conforming to the 16-bit version of the PC Card Standard.  It
includes Card Services for 16-bit PCMCIA controllers that conform

                                       -21-

<PAGE>


to the PC Card Standard and for a memory technology driver (MTD),  ATA
driver, and the Phoenix Super Client Driver (PCMSCD) enabling a full range of
I/O PC Cards, a Windows virtual device driver and various utilities that
support PC Cards. PhoenixCard Manager 4.0 operates in a DOS and Windows 3.x
environment. A Flash utility driver must be licensed separately from
Microsoft or another provider of such technology.  Third party Source Code is
used in this product and must be licensed separately from the specific
suppliers (for reduced memory footprint drivers contact Novell in Provo,
Utah and for installation code modules contact Stirling Technologies in
Chicago, Il)

PHOENIXCARD MANAGER 4.0 FOR WINDOWS 95

The PhoenixCARD Manager 4.0 for Windows 95 is software that enables the use
of PC Card sockets conforming to the 16-bit version of the PC Card Standard
in a Windows 95 operating system environment. This software includes PC Card
compliant Socket Services VxD's and Card Services VxD's for 16-bit PCMCIA
controllers that conform to the PC Card Standard.  The software also includes
a memory technology driver (MTD),  ATA driver, the Phoenix Super Client
Driver (PCMSCD) enabling a full range of I/O PC Cards, a PCMCIA enumerator,
Windows virtual device driver, and various utilities that support PC Cards.
PhoenixCard Manager 4.0 for Windows 95 operates in a Windows 95 operating
system environment only. A Flash utility driver must be licensed separately
from Microsoft or another provider of such technology. Third party Source
Code is used in this product and must be licensed separately from the
specific suppliers (for reduced memory footprint drivers contact Novell in
Provo, Utah and for installation code modules contact Stirling Technologies
in Chicago, Il)

TOOLS

The Tools are software development programs designed to work with PhoenixBIOS
Version 4.0 and Phoenix ServerBIOS Version 4.0 Source Code modules.  The
Tools include Build, Crunch, Flash Utility, PHDebug, and Asmmod which may be
required for builds, compression, Object Code editing, Object Code merging,
and assembling Source Code modules.  Other than the Tools listed herein, the
Tools are provided "as is" and are not supported products.

SYSTEM ESSENTIALS-TM- VERSION 1.0

System Essentials-TM- 1.0 is a Windows-based software utility that provides
BIOS-related system-level information.  This software includes WinSetup which
provides access to the BIOS allowing users to view information about the
system, configure newly installed hardware, and modify system performance;
DMI (Desktop Management Interface) BIOS viewer which , used in conjunction
with Phoenix DMI BIOS version 1.2 or 2.0, displays the DMI information about
the hardware devices and the BIOS installed on the computer; and System
Resource viewer which displays the system resources assigned to the different
devices.  System Essentials-TM- 1.0 works with PhoenixBIOS 4.0 version 5.0 or
later only.  It operates with Windows 95, Windows 3.1, and Windows 3.11
environments.  Note:    The Intel Configuration Utility (ICU) is provided for
use with System Essentials-TM- when operating in a Windows 3.1 or 3.11
environments.

                                       -22-

<PAGE>


                                     EXHIBIT B

                       ANNUAL FEES AND PER UNIT ROYALTIES


1.  ANNUAL FEES/ROYALTIES DURING THE TERM:

The following table sets forth the minimum and maximum fees and royalties
which Intel will pay Phoenix during each Year of this Agreement.  Such fees
and royalties will be the sum of (a) a Minimum Annual Fee (the amount of
which for each Year is set out under the column heading "Minimum Annual Fee
($M)" and which may be adjusted by the provisions of Section 3.3) and (b)
any Per Unit Royalties (as specified in Section 4.1(b))), and (c) any  Source
License Fees (as specified in  Section 4.1(c)).

In no event will the maximum fees and royalties for a Year be greater than
the amount set forth under the column headed "Maximum Annual Fee ($M)" for
that Year.

All amounts in the following table shown in dollars are in Unted States
dollars and are in millions except for Per Unit Royalties and the Years.





                                                                Per Unit Royalties Beyond Schedule Units
                                                        -----------------------------------------------------------
                                                         For each         For each       For each       For each
Year          Minimum         Schedule      Maximum     of first [*]     of next [*]    of next [*]    add'l Units >
            Annual Fee         Units        Annual        Units >          Units >        Units >       Schedule
               ($M)             (M)          Fee         Schedule         Schedule       Schedule         Units
                                             ($M)          Units            Units          Units          +[*]
---------   -----------      -----------  -----------  --------------  --------------  ------------    -------------
                                                                                 

1996         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
1997         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
1998         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
1999         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
2000         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
2001         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]
2002         $[ * ]           [ * ]      $[ * ]        $[ * ]          $[ * ]         $[ * ]          $[ * ]



In addition to the Minimum Annual Fee for Calendar 1996, Intel will pay
Phoenix  a "Fast Startup Bonus" of [*], upon achievement of specific Fast
Start Up goals to be agreed by the parties, as defined in Section 13.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                       -23-

<PAGE>


                                EXHIBIT B (Continued)

                          ANNUAL FEES AND PER UNIT ROYALTIES

2.  SOURCE CODE LICENSE FEES DURING THE TERM:




Product (Intel's version as modified for
for Intel Products)                                 License Fee (US$)         License Fee (US$)
                                                    -------------------       -----------------
                                                                                  (ONLY for Phoenix
                                                                                  Customers who have an
                                                                                  existing Source Code license
                                                                                  in effect for PhoenixBIOS 4.0)
                                                                        

PhoenixBIOS Version 4.0 for the Desktop(1)            $[   *   ]                  $[   *   ]
  For current Intel Phoenix 4.0 Server Customers      $[   *   ]                  $[   *   ]
  Each Additional Desktop Chipset Module              $[   *   ]                  $[   *   ]

PhoenixBIOS Version 4.0 for the Server(1)             $[   *   ]                  $[   *   ]
  For current Intel Phoenix 4.0 Desktop Customers     $[   *   ]                  $[   *   ]
  Each Additional Server Chipset Module               $[   *   ]                  $[   *   ]

PhoenixView/DT                                        $[   *   ]                  $[   *   ]
Multikey                                              $[   *   ]                  $[   *   ]
PhoenixCard Manager(2)                                $[   *   ]                  $[   *   ]

Additional Source Code Sites(3)                     Add additional [*] for each site

Source Updates -- Annual Software Maintenance       Subsequent annual fee rate = [*] of
                                                    the above fee for the related product

OPTIONAL FEATURE ( available only with Source License for PhoenixBIOS 4.0 ):

Tools(4)                                            [*]





As Phoenix changes the above license fees, and as new products are developed
from time to time and Source Code for such products are priced, the Intel
price will be [*] of Phoenix's Suggested List Price for each
product.   Furthermore, upon Intel's request, Phoenix agrees to reduce the
Source Code License Fees for any given account to an amount equal to the
direct source license fees such account pays to Phoenix for equivalent source
code and rights.

(1)  Includes source for specific chipsets along with one year of source
     updates

(2)  Includes source for PC Card Socket Services only

(3)  One site is included in the license fee. Each site requires the
     PhoenixBIOS 4.0 Base.

(4)  Includes Build.C, Crunch.exe, BIOSEdit and Asmmod. Tools are provided
     "as-is" and are unsupported.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                       -24-

<PAGE>

                              EXHIBIT B (Continued)

                       ANNUAL FEES AND PER UNIT ROYALTIES
    
3.  ANNUAL FEES/ROYALTIES AFTER TERMINATION/EXPIRATION:
    
During each of the [*], following expiration or earlier termination of the
Agreement for any reason, Intel will pay Phoenix an amount equal to the
amount specified in one of the following options, as such option is
applicable:

1.  If the Agreement is terminated by Intel pursuant to Section [*], the
amount per year will be [*] of the Termination Rate.  Notwithstanding the
foregoing , if following termination pursuant to Section [*], then the amount
per year will be [*] of the Termination Rate.
    
2.  If the Agreement is terminated by Intel pursuant to [*], then the amount
per year will be [*] of the Termination Rate;

3. If the Agreement is terminated by Intel pursuant to [*], Intel will owe
Phoenix [*].

4.  If the Agreement expires on December 31, 2002, the amount per year will
be [*] of the Termination Rate;

If following termination under any of the conditions described in paragraphs
1, 2 or 4 above, and if  Intel either (i) [*] or (ii) [*], then at Intel's
option the amount per year will be a Per Unit Royalty equal to 75% of the Per
Unit Royalty set forth in the table above in the four columns labelled
"Royalties Beyond Schedule Units" [*]; except that for purposes of computing
such royalties, "Schedule Units" will equal [*] and Intel will pay such
royalty on every unit up to a maximum amount of [*] of the Termination Rate.

For purposes of the foregoing, the term "Termination Rate" is the sum of [*],
which were due Phoenix for the [*] preceding the quarter in which the
termination date (or expiration date in the case of expiration) occurs (and
if the termination date occurs during the Year 1996, the Termination Rate
will be [*]), minus [*].

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                       -25-

<PAGE>


                                    EXHIBIT C

                               MINIMUM LICENSE TERMS


[LOGO]


                            SOFTWARE DISTRIBUTION AND
                      DOCUMENTATION DUPLICATION LICENSE AGREEMENT


Intel Corporation ("Intel")
5200 NE Elam Young Parkway
Hillsboro,  OR  97124

Licensee Name:



Licensee Address      --------------------------------------------------------

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

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

Effective Date:       --------------------------------------------------------

Agreement Number:     --------------------------------------------------------


1  DEFINITIONS
   -----------

1.1 "Documentation" means any portion of the documentation listed below in
    printed or electronic form:

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

1.2 "Product(s)" shall mean the following product(s) purchased by Licensee
    from Intel:

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

1.3 "Software" shall mean the following Intel or third-party software in
    binary code form:

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

1.4 "Maintenance Vendor" shall mean a third party who performs the service of
    duplicating the Software and Documentation on behalf of the Licensee for
    distribution by Licensee to customers.

2  DOCUMENTATION LICENSE
   ---------------------

2.1 DOCUMENTATION LICENSE GRANT.   Intel grants to Licensee a non-exclusive,
    world-wide, non-transferable, royalty-free license to:

    a) adapt the Documentation as necessary for use in conjunction with the
       Product(s), provided that modifications by Licensee do not render the
       Documentation incomplete or inaccurate.

    b) reproduce Documentation only for use in conjunction with Product(s);

    c) distribute Documentation only to Licensee customers who purchase the
       Product(s).

                                       -26-

<PAGE>


2.2 MARKINGS.  The above rights are granted on the condition that Licensee
    either retains Intel's copyright notices as they appear in the
    Documentation, or replaces Intel's name with its own and replaces Intel's
    copyright notice with Licensee's copyright notice whenever it appears in
    the Documentation. Licensee's packaging shall indicate that the
    Documentation is intended for use only with Product(s).

2.3 THIRD PARTY DUPLICATION.  The license grant does not include the right to
    permit Licensee's customers, agents, distributors, or any third party to
    reproduce the Documentation. Notwithstanding, Licensee may permit
    Licensee's Maintenance Vendors to reproduce Documentation, provided
    Licensee imposes the terms and conditions of this Agreement on such parties
    in writing, and provided Licensee agrees to indemnify and hold Intel
    harmless from any damage or loss arising from duplication of the
    Documentation under this Agreement by Licensee's third-party Maintenance
    Vendors.


3.  SOFTWARE LICENSE
    ----------------

3.1 SOFTWARE LICENSE GRANT.  Subject to the terms and conditions set forth
    herein, Intel hereby grants to Licensee a world-wide, non-exclusive,
    nontransferable, royalty-free right to reproduce, market and distribute the
    Software, in object code form only, and only for use with the Product(s),
    and if shipped as software only, under terms and conditions substantially
    the same as those contained in Attachment 1A, Intel End User Software
    License Agreement.

3.2 Reproduction of Copyrights.  Licensee shall reproduce and include
    Intel's or its vendor's copyright and proprietary legends in and on
    every copy, in any form of the Software.

3.3 Third Party Duplication.  Intel grants Licensee the right to
    permit Licensee's Maintenance Vendors the right to reproduce the
    Software provided Licensee imposes the terms and conditions of this
    Agreement on such parties in writing, and provided Licensee agrees
    to indemnify and hold Intel harmless from any damage or loss
    arising from duplication of the Software under this Agreement by
    such Maintenance Vendors.

4.  NO OTHER LICENSE
    ----------------

4.1 No rights or licenses are granted by Intel to Licensee under
    this Agreement, expressly or by implication, with respect to any
    proprietary information or patent, copyright, trade secret or other
    intellectual property right owned or controlled by Intel or its
    vendors, except as expressly provided in this Agreement.

4.2 Licensee shall not reverse engineer, decompile, or disassemble the
    Software.

5.  OWNERSHIP
    ---------

    Intel or its vendors shall remain the sole owner(s) of all right,
    title and interest  (including copyright and patent) in the
    Documentation and Software.

6   TERM AND TERMINATION
    --------------------

6.1 TERM OF AGREEMENT.  Unless earlier terminated, this Agreement
    shall remain in effect for so long as Licensee uses the Software
    and Documentation according to the terms and conditions of this
    Agreement or until Intel's license rights in portions of the
    Software licensed from third-parties expires or is terminated.

                                       -27-

<PAGE>


6.2 TERMINATION FOR CONVENIENCE.  Licensee may terminate this Agreement
    in its sole discretion on ninety (90) days written notice.

6.3 TERMINATION FOR DEFAULT.  Intel may terminate this Agreement if Licensee
    defaults on any of its obligations hereunder, unless within thirty (30)
    days after written notice of such default, Licensee remedies the default.

6.4 EFFECT OF TERMINATION.  Immediately after termination of this Agreement,
    Licensee shall discontinue all use and distribution of the Software and
    Documentation and shall, at Intel's option, either return or destroy all
    copies except for archive copies and copies that have been distributed to
    in compliance with this Agreement.

7   ADDITIONAL TERMS
    ----------------

7.1 Licensee will keep records required to verify compliance with the terms
    of this Agreement, including, without limitation, the number of copies
    made by Licensee of the Software.  Intel may cause an audit of Licensee's
    records to verify Licensee's compliance with the terms hereof.

7.2 EXPORT CONTROL.   Licensee will not export the Software or the
    Documentation, either directly or indirectly,  without first obtaining any
    required license or other approval from the U.S. Department of Commerce or
    any other United States agency.

7.3 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
    between the parties with respect to the subject matter thereof.  No
    amendments or modifications shall be effective unless in a writing signed
    by both parties.

Agreed:

INTEL CORPORATION                        LICENSEE


-------------------------------          -------------------------------
Signature                                Signature

-------------------------------          -------------------------------
Printed Name                             Printed Name

-------------------------------          -------------------------------
Title                                    Title

-------------------------------          -------------------------------
Date                                     Date

                                     -28-

<PAGE>


                                   ATTACHMENT 1A
                        END USER SOFTWARE LICENSE AGREEMENT

BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT.  DO NOT USE THIS SOFTWARE UNTIL YOU HAVE CAREFULLY READ AND AGREED
TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF
THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE PACKAGE AND ANY ACCOMPANYING
ITEMS.

  IF YOU USE THIS SOFTWARE, YOU WILL BE BOUND BY THE TERMS OF THIS AGREEMENT.

LICENSE:  Licensor grants you the right to use the enclosed software program
(the "Software").  You will not use, copy, modify, rent, sell or transfer the
Software or any portion thereof except as provided in this Agreement.

You may:

1.    Use the Software on a single computer;

2.    Copy the Software solely for backup or archival purposes.

TRANSFER:  You may transfer the Software to another party if the receiving
party agrees to the terms of this Agreement and you retain no copies of the
Software and accompanying documentation. Transfer of the Software terminates
your right to use the Software.

OWNERSHIP AND COPYRIGHT OF SOFTWARE:  Title to the Software and all copies
thereof remain with Licensor or its vendors.  The Software is copyrighted and
is protected by United States and international copyright laws.  You will not
remove the copyright notice from the Software.  You agree to prevent any
unauthorized copying of the Software.

WARRANTY:  Licensor warrants that it has the right to license you to use the
Software.  The Software is provided "AS IS."  Licensor warrants that the
media on which the Software is furnished will be free from defects in
material and workmanship for a period of one (1) year from the date of
purchase.  Upon return of such defective media, Licensor's entire liability
and your exclusive remedy shall be the replacement of the Software.

THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES OF ANY KIND EITHER EXPRESS OR
IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE.

LIMITATION OF LIABILITY:    NEITHER LICENSOR NOR ITS VENDORS SHALL BE LIABLE
FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTIONS OF
BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

TERMINATION OF THIS LICENSE:  Licensor may terminate this license at any time
if you are in breach of any of its terms and conditions. Upon termination,
you will immediately destroy the Software or return all copies of the
Software and documentation to Licensor.

U.S. GOVERNMENT RESTRICTED RIGHTS:  The Software and documentation were
developed at private expense and are provided with "RESTRICTED RIGHTS."  Use,
duplication, or disclosure by the Government is subject to restrictions as
set forth in FAR 52.227-14 and DFAR 252.227-7013 ET SEQ. or its successor.

EXPORT LAWS:  You agree that neither the Software nor the direct product
thereof is intended to be shipped either directly or indirectly to country
groups Q,S,W,Y,Z, Afghanistan or the People's Republic of China, unless a
validated export license is obtained from the U.S. Department of Commerce.

APPLICABLE LAW:  This Agreement is governed by the laws of the State of
California and the United States, including patent and copyright laws.  Any
claim arising out of this Agreement will be brought in Santa Clara County,
California.

                                       -29-

<PAGE>


[LOGO]

                       INTEL SOURCE CODE LICENSE AGREEMENT

INTEL CORPORATION ("Intel")
5200 NE Elam Young Parkway
Hillsboro, OR  97124

Licensee Name:         -------------------------------------------------------

Licensee Address       -------------------------------------------------------

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

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

Effective Date:        -------------------------------------------------------

Agreement Number:      -------------------------------------------------------


1    DEFINITIONS
     -----------

1.1  "Source Code" means the source code for the Licensed Program
     identified below, as provided to Licensee, and as modified by Licensee
     for use with Licensee Product.

1.2  "Object Code" means the executable or binary version of the
     Licensed Program identified below, as provided to Licensee, and as
     modified by Licensee for use with Licensee Product.

1.3  "Licensed Program" means the following software program in Source
     Code or Object Code format:

1.4  "Licensee Product" means the following products or classes of
     products manufactured and/or distributed by Licensee:

2    LICENSE GRANT AND RESTRICTIONS
     ------------------------------

2.1  Intel grants to Licensee only, and not to any subsidiary,
     affiliate, or independent contractor of Licensee, a revocable,
     non-exclusive, non-transferable, royalty-free license under copyrights
     and patents in or reading upon the Licensed Program which Intel owns or
     has authority to grant licenses of the scope set forth herein to use
     and create derivatives of the Licensed Program in the Source Code
     format, internally only, solely for enabling the Licensed Program to
     operate with Licensee Product and to reproduce the Licensed Program and
     Licensee created derivatives thereof solely for the purpose of
     compiling the Licensed Program into Object Code.

                                       -30-

<PAGE>


2.2  The Licensee has no right to distribute Source Code or Object Code
     under this license agreement.  A separate Software Distribution and
     Documentation Duplication License Agreement ("SDDDLA")  under which the
     Licensee has certain rights relating to reproduction and distribution
     of the Licensed Program in Object Code format  must be signed.

2.3  No rights or licenses are granted by Intel or its vendors to
     Licensee, expressly, by implication, estoppel or otherwise, with
     respect to any proprietary information or patent, copyright, trade
     secret or other intellectual property right owned or controlled by
     Intel or its vendors, except as expressly provided in this Agreement.

2.4  No rights or licenses are granted by this Agreement, expressly or
     by implication, to use any trademark or trade name, or any word or mark
     similar thereto of Intel or its vendors, in connection with any
     products manufactured, used or sold by Licensee, or as part of
     Licensee's corporate, firm or trade name, or for any other purpose
     unless authorization is expressly given to Licensee in writing by Intel
     or its vendors.

2.5  The Parties acknowledge that title to and right to possess the
     Source Code  shall remain at all times in Intel or its vendors'
     corporation.   Further, the Parties acknowledge that Intel's vendor
     Phoenix Technologies Ltd.   is a third-party beneficiary of the rights
     and obligations of both Parties hereunder and agree that Phoenix
     Technologies Ltd.  may, at its sole discretion, enforce such rights and
     obligations against either Party at law or in equity.

3    PROPRIETARY RIGHTS
     ------------------

3.1  The Licensed Program and all copies, in whole or in part are and shall
     remain the property of Intel or its vendor. Intel retains the royalty-free
     right to use, copy, modify, sublicense, and distribute the Licensed
     Program.

3.2  The Licensee owns any improvements which it makes to the Licensed
     Program.  However, this does not grant the Licensee any new rights to
     the underlying Licensed Program. Derivatives which  include code from
     the Licensed Program shall be subject to the restrictions of this
     License and the SDDDLA.

3.3  Jointly developed improvements, if any, shall be  specified in
     writing in advance, and jointly owned.

4    CONFIDENTIALITY
     ---------------

4.1  Licensee agrees to receive and hold the Source Code in confidence.
     Licensee agrees to exercise the same degree of care in preventing the
     disclosure or unauthorized use of such Source Code as Licensee uses to
     protect its own proprietary information, but in no event less than
     reasonable care..  As a minimum protection, Licensee shall limit the
     disclosure of the Source Code to employees having a need to know such
     information, and shall not disclose the Source Code to any third party
     individual, corporation, independent contractor, consultant or other
     entity without the prior written consent of Intel. This obligation will
     not apply to any Source Code which is:

     a) published or otherwise available to the public other than by breach of
        this License Agreement by Licensee or

     b) rightfully received by Licensee from a third party without
        confidential limitations; or


                                   -31-

<PAGE>

     c) independently developed by Licensee by employees having no access to
        the Source Code; or

     d) rightfully known to Licensee prior to its first receipt of same from
        Intel; or

     e) hereinafter disclosed by Intel to a third party without restriction on
        disclosure.

4.2  Licensee may not disclose nor allow use of the Source Code to or by
     any of its groups, divisions or personnel involved in the development,
     marketing and distribution of BIOS products and related system software
     products on a stand-alone basis.

5    TERM AND TERMINATION
     --------------------

5.1  The term of this Agreement shall commence on the Effective Date,
     and shall continue for the shorter of the following time periods (i) if
     the parties have not yet signed a SDDDLA, then until Intel determines
     in its sole discretion that the Parties are unlikely to reach Agreement
     on a SDDDLA, (ii) until the termination or expiration of the SDDDLA, if
     one has been signed, or (iii) until Intel's license in portions of the
     Licensed Program licensed from vendors expires or is terminated.

5.2  Intel reserves the right to have audits conducted to verify
     compliance with this Agreement. In the event that Intel, in its sole
     discretion, determines that the Licensed Program is not being used by
     Licensee exclusively for the purposes set forth above, or if Licensee
     is in breach of any of the terms and conditions of this Agreement,
     Intel has the right to immediately terminate this Agreement, and revoke
     any and all licenses granted hereunder.  In such event, Licensee agrees
     to immediately return all copies of the Source Code to Intel, and to
     discontinue distribution of Object Code.

5.3  Upon termination of this Agreement for any reason, the sections of
     this Agreement entitled Proprietary Rights and CONFIDENTIALITY shall
     remain in effect.

5.4  Upon termination of this Agreement for any reason, Licensee shall
     discontinue all use of, and at Intel's disretion either return or
     destroy all copies of, the Source Code. Notwithstanding the foregoing,
     Licensee may retain and continue to use a reasonable number of copies
     of the Source Code for support purposes only.

6    EXPORT CONTROL
     --------------

     Licensee agrees that any export or re-export of any Licensed Programs
     licensed or distributed under this Agreement shall be in compliance
     with the laws of the United States of America.

7    ASSIGNMENT, SALE OR TRANSFER
     ----------------------------

     Licensee may not assign or sublicense any rights hereunder without the
     prior written approval of Intel, and any attempt to assign or
     sublicensee any rights, duties or obligations hereunder without Intel's
     written consent will be void. Intel may assign all or any part of its
     rights or obligations without Licensee's consent.

8    GENERAL
     -------


                                  -32-

<PAGE>


8.1  Licensee acknowledges and agrees that, because of the highly
     confidential nature of the Source Code, any breach or threatened breach
     by Licensee of the provisions of this Agreement entitled License Grant
     and Restrictions and Confidentiality would cause irreparable harm to
     Intel and its vendors.  Accordingly, Licensee agrees that Intel and/or
     its vendors will be entitled to preliminary injunctive relief to remedy
     any such breach or threatened breach.

8.2  This document, including its attachments, constitutes the entire
     agreement between the parties  and supersedes all prior negotiations
     and agreements.  No amendment to or modification of this Agreement will
     be valid and binding unless duly executed by the parties.


Agreed:


INTEL CORPORATION                        LICENSEE

-------------------------------          --------------------------------
Signature                                Signature

-------------------------------          --------------------------------
Printed Name                             Printed Name

-------------------------------          --------------------------------
Title                                    Title

-------------------------------          --------------------------------
Date                                     Date


                                     -33-

<PAGE>

                                  EXHIBIT D
                         DEVELOPMENT STATEMENT OF WORK

PHOENIX PRODUCT TRANSITION PROJECT

Phoenix will perform the work outlined in Section 13.

PHOENIX PRODUCTS TRAINING

Phoenix will provide training sessions to train up to [*] Intel BIOS
engineers on the Phoenix Products as outlined below. Training will be made
available at Intel's facility as soon as it is appropriately equiped for such
training.




               Action                         Completion Date
               ---------                      ----------------
                                          

           First Training session             Week of [*] at
                                              Phoenix Irvine  training center
           Complete Intel formal training     [*] sessions at the Intel
                                              Oregon site to train up to [*]
                                              BIOS engineers by [*].

                                              Beyond [*], training for
                                              all of Intel's new hire BIOS
                                              engineers in [*] Phoenix's training
                                              sessions  at Phoenix training facility.



[*]

PHOENIX OREGON FACILITY

Phoenix will lease a facility in or around the Intel, Hillsborough facility
for the Dedicated Engineering Team. This facility will be a fully equiped
engineering lab with all the necessary networking and computer equipment to
perform under this Agreement. Because of long lease and equipment lead times,
temporary offices will have to be setup until a permanent facility can be
established.




               Action                         Completion Date
               ---------                      ----------------
                                          

       Temporary office facility with         [*]
       telephones, basic computer
       equipment, etc.

       Permanent facility                     [*]

       Network --   Phase 1 : LAN at          [*]
                      Oregon site plus        (subject to telephone company
                      28.8kbps modem access   availability and installation)
                      to Irvine

                    Phase 2 : Add ISDN lines  [*]
                                              (subject to telephone company
                                              availability and installation)

                    Phase 3 : Add leased      [*]  
                      line/ encrypted link    (subject to telephone company
                      to Intel and Irvine     availability and installation)




PHOENIX OREGON FACILITY STAFFING

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                       -34-

<PAGE>


Upon Agreement signing, Phoenix will detail the staffing plan for the new
Oregon Dedicated Engineering Team facility. Phoenix will ramp up to an
engineering staff of (20) twenty operating out of the Phoenix Oregon
facility,  as follows :




        Dedicated Engineering Team Headcount    Completion
        ------------------------------------    ----------
                                            
                 [ * ]                            3/31/96
                 [ * ]                            6/30/96
                 [ * ]                            9/30/96
                                                 12/31/96




At least [*] the Dedicated Engineers assigned during ramp up will have a
minimum of [*] experience on BIOS development.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                        -35-

<PAGE>


                                      EXHIBIT E

                              CERTIFICATES OF ORIGINALITY

The following Certificates of  Originality are incorporated by reference.

1.  Certificate of Originality for certain Phoenix Build Tools (including
    Build.c, Crunch.exe, ASMmod), signed on behalf of  Phoenix Technologies
    Limited by Philip T. Virga, Intellectual Property Manager, dated 12/13/95;

2.  Certificate of Originality for Phoenix Card Manager 4.0 and Phoenix Card
    Manager 4.0 for Windows '95, signed on behalf of Phoenix Technologies
    Limited by Philip T. Virga, Intellectual Property Manager, dated 12/11/95;

3.  Certificate of Originality for Phoenix BIOS 4.0, EISA Cores, PCI Cores,
    PNP Cores, Phoenix Miser/DT, ChipSet and I/O Modules, signed on behalf of
    Phoenix Technologies Limited by Philip T. Virga, Intellectual Property
    Manager, dated 12/13/95;

4.  Certificate of Originality for Phoenix View and Phoenix Multikey, signed
    on behalf of Phoenix Technologies Limited by Philip T. Virga, Intellectual
    Property Manager, dated 12/13/95;

5.  Certificate of Originality for PhDebug, Flash Utility, and System
    Essentials, signed on behalf of Phoenix Technologies Limited by Philip T.
    Virga, Intellectual Property Manager, dated 12/18/95.

                                        -36-

<PAGE>


                                      EXHIBIT F
                              MAINTENANCE AND SUPPORT

EMERGENCY SUPPORT

Key Phoenix personnel will be available to respond [*], to work
with Intel personnel to support emergency problems in Intel Products (such as
line-down) which may have been caused by Phoenix Products or Dedicated
Developments or which may be solved by modifications in those Phoenix
Products or Dedicated Developments used in those Intel Products.  Nothing in
this Section shall require Phoenix employees to perform in any manner that
Intel does not expect of its own employees.

MAINTENANCE AND ROUTINE SUPPORT

During the term of this Agreement, for Intel Products marketed and
distributed by Intel incorporating or using the Phoenix Products or Dedicated
Developments provided to Intel by Phoenix hereunder, Phoenix will provide
reasonable maintenance and support, as follows:

1. DOCUMENTATION.   Phoenix shall supply Intel with its support documentation
   necessary to enable Intel to provide first level support to Intel's
   customers.   In addition, Phoenix shall permit Intel on-line and other
   access to the internal buglist for Phoenix Products and Dedicated
   Developments or an equivalent database for the Phoenix Products and
   Dedicated Developments.

2. SUPPORT.  Phoenix shall make reasonable  efforts to supply Intel with 
   second level support for the Tools listed in Exhibit A, Dedicated
   Developments and Phoenix Products as described in this Exhibit. Phoenix
   will provide telephone responses to Intel within [*] of receipt
   of Intel's telephone support questions.   Phoenix will be available to
   take Intel's support questions from  [*] Pacific Time (Standard
   or Daylight during the appropriate season).   If Intel, in its sole judgment
   and discretion, determines it cannot efficiently or effectively remedy a
   problem with a Tool, Phoenix Product or Dedicated Development in supporting
   its customers, Intel shall furnish Phoenix a problem report which shall
   identify and describe the problem using the following definitions:

FATAL:    condition which precludes all useful work from being done;

SEVERE IMPACT:   condition which precludes one or more major functions from
being performed;

DEGRADATION:    condition which disables one or more non-essential functions;

MINIMAL IMPACT:  any other condition which requires correction.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                        -37-

<PAGE>


                                     EXHIBIT F
                       MAINTENANCE AND SUPPORT (CONTINUED)

Upon receiving a problem report from Intel and unless the parties otherwise
agree in writing,  Phoenix shall respond and correct the problem in
accordance with the following table:




                                                  Written              
                                              acknowledgment of          Patch, work around,        Formal fix, update
                                               problem report          temporary fix, bug fix,       fix, upgrade, or
Priority             Description             delivered to Intel         or update release              enhancement
-------------     -------------------      -----------------------     ---------------------       -------------------
                                                               

Fatal             Condition which                  [*]                   Constant effort by            [*]
                  precludes all useful                                   highly qualified Phoenix
                  work from being                                        personnel until relief is
                  done                                                   provided, but not more
                                                                         than [*].

Severe Impact     Condition which                  [*]                   Constant effort by            [*]

                  precludes one or more                                  highly qualified Phoenix
                  major functions from                                   personnel until relief is
                  being performed                                        provided, but not more
                                                                         than [*].

Degradation       Condition which                  [*]                   [*]                           [*]
                  disables one or more
                  non-essential functions



Minimal           Any other condition              [*]                   [*]                           [*]
Impact            which requires
                  correction




3.  Intel Assistance:  To assist Phoenix in providing the most effective
responsiveness to trouble reporting and solution, Intel will provide access
(which at Intel's option, may be on-site at Intel) to at least two (2)
systems in which the problems can be reproduced (if Phoenix does not have
such systems available), and access to Intel's hardware and software
debugging resources, if Phoenix so requests.

4. Down  Revisions.  Unless otherwise agreed by the Parties, twelve (12)
months after Phoenix ceases to ship a version of a Phoenix Product or
Dedicated Development to any third party, the previous version need no longer
be supported by  Phoenix.

5.  Bug Fixes.   If Phoenix discovers any bugs in the technology delivered to
Intel hereunder, Phoenix shall report them to Intel.  If  Phoenix creates a
bug fix or maintenance release of the related technology, Phoenix shall make
the bug fix available to Intel no later than it is made available to any
third party.

The portions marked by [*] have been omitted and filed separately with the
SEC pursuant to a request for confidential treatment

                                        -38-