AGREEMENT TO DEVELOP OEM PRODUCTS



      This Agreement ("Agreement") is made by and between Amiable Technologies,

Inc., a corporation organized under the laws of the Commonwealth of

Pennsylvania, with offices at International Plaza Two, Suite 625, Philadelphia,

Pennsylvania 19113, USA (hereinafter referred to as "ATI") and ALPS ELECTRIC

CO., LTD., a Japanese corporation with its principal office at 1-7

Yukigaya-Otsuka-cho, Ota-ku, Tokyo, 145-8501 Japan (hereinafter referred to as

"OEM PARTNER").



Recitals:



      WHEREAS, ATI designs and manufactures graphics software and composes

related documentation for use with the Macintosh, Power Macintosh and PC

computers; and



      WHEREAS, OEM PARTNER desires to obtain a license from ATI of certain

rights with respect to certain of ATI's graphics software and related

documentation used with the Windows and Macintosh platforms, as designated

herein, and ATI desires to grant such license to OEM PARTNER, subject to the

terms and conditions set forth herein.



      NOW, THEREFORE, in consideration of the mutual promises contained herein

and intending to be legally bound hereby, the parties hereto agree as follows:



1.    DEFINITIONS



      When used in this Agreement, the following words and phrases shall have

      the meaning set forth below unless the context otherwise requires.



      1.1   "EFFECTIVE DATE" means the date this Agreement is formed, which

            shall occur upon execution thereof by an authorized representative

            of OEM PARTNER and acceptance thereof by an authorized

            representative of ATI.



      1.2   "INTELLECTUAL PROPERTY RIGHTS" means all of ATI's rights, title and

            interest in the Licensed Software and Licensed Documentation,

            including, but not limited to, such rights, title and interests

            provided under any and all patent, copyright, common or any other

            comparable laws of any country, governmental body, or jurisdiction.



      1.3   "LICENSED DOCUMENTATION" means all documentation, related to the

            Licensed Software and the purpose of which is to demonstrate use and

            operation of the Licensed Software, including, but not limited to,

            manuals and tutorials.



      1.4   "LICENSED SOFTWARE or 'SOFTWARE'" means the software programs

            identified on Appendix A, annexed hereto and made a part hereof, in

            object code form, supporting the Macintosh platforms, all Program

            Updates, Program Improvements, revisions thereto, and demonstrations

            thereof, supplied by ATI during the term of this Agreement. The

            parties may, from time to time, add other software programs to

            Appendix A by written agreement, whereupon the term "Licensed

            Software" or "Software" shall then also apply to such other software

            programs.



      1.5   "OEM PARTNER'S OEM PRODUCTS" means, collectively, the Licensed

            Software and Licensed Documentation.



      1.6   "PROGRAM IMPROVEMENTS" means new versions of any Licensed

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