UNIVIEW TECHNOLOGIES CORP
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>13
<FILENAME>0013.txt
<TEXT>

 [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED
  WITH THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
   PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                         <COMPANY CONFIDENTIAL>

                        Global Purchase Agreement

                 Provision of CallCentre CTI Technology
                               To HSBC by
                          SoftGen International

                              October 1999
                                  V6.3
<PAGE>
                            Table of Contents

Agreement                                         Revision  Date

Agreement between HSBC Holdings plc                         Oct 99
acting for and on behalf of the HSBC Group
and SoftGen International

Schedules

1    The Operating Programs and Customised Software Developments

2    SOFTGEN CIMphonyTM Pricing (HSBC Group)

3    SOFTGEN CIMphonyTM SOFTWARE MAINTENANCE SERVICES

     SOFTGEN CIMphonyTM PROJECT MANAGEMENT SERVICES

4    SOFTGEN TECHNICAL ASSISTANCE

5    EXTERNAL DESIGN SYSTEM SPECIFICATIONS (Not attached)
<PAGE>
THIS AGREEMENT is made on the 26th of October 1999 between HSBC Holdings
plc whose address is 10 Lower Thames Street, London EC3R 6AE acting for
and on behalf of all subsidiaries, associated and managed companies of
HSBC Holdings plc (hereinafter "HSBC") and SoftGen International whose
address is 8150 North Central Expressway, Suite 1201, Dallas, Texas,
75206, USA (hereinafter  "SoftGen"),

WHEREAS it is AGREED that SoftGen will supply CIMphonyTM Computer
Telephony Integration systems software, grant software licenses and
supply software development, consulting and technical assistance services
to HSBC either directly, or by prior agreement with HSBC via agency,

ACCORDING TO the terms and conditions set out below and in the attached
Schedules 1-5.

Signed for HSBC Holdings plc     In the presence of
On behalf of HSBC

Signature                        Signature
/s/ Alan Jebson                  /s/ Tim Cureton

Name                             Name
Alan Jebson                      Tim Cureton

Title                            Title
General Manager IT               Group Head of Telecoms


Signed for SoftGen               In the presence of
International Inc.

Signature                        Signature
/s/  Leslie Leland               /s/  David BF England

Name                             Name
Leslie Leland                    David BF England

Title                            Title
President                        Senior Executive Securities &
                                 Markets IT
<PAGE>
1.0  The Operating Programs

1.1
     SoftGen agrees to sell to HSBC and HSBC agrees to buy from SoftGen
     the CIMphonyTM standard server software given in Schedule 1
     (herinafter the "Operating Programs") at the locations and prices
     shown and agreed with HSBC.

2.0  Customised Software Developments

2.1
     SoftGen agrees to develop and supply to HSBC customised software
     developments and any changes and additions which may be necessary to
     the Operating Programs according to the HSBC specifications given in
     Schedule 5 (herinafter the "Customised Software Developments") at
     the prices agreed with HSBC given in Schedule 1.

3.0  Further Operating Programs, Further Customised Software
     Developments, Technical Assistance & Consultancy, Project Management

3.1
     HSBC may request further supply of additional Operating Programs
     (hereinafter "Further Operating Programs") or Further Customised Software
     Developments or on-site Technical Assistance and Consultancy Services by
     formal request for quotation to SoftGen in writing via a designated
     Information Technology division (IT) representative of HSBC.

3.2
     SoftGen agrees to supply to HSBC any Further Operating Programs as
     listed at the prices given in Schedule 2 or Further Customised
     Software Developments by particular quotation or to supply Technical
     Assistance and Software Maintenance and Project Management as listed
     at the prices given in Schedules 3 and 4 for which HSBC may raise
     orders from time to time.

3.3
     HSBC may use within any subsidiary, associated and/or managed
     company of HSBC Holdings plc. any Operating Programs, Further
     Operating Programs, Customized Software Developments or Further
     Customised Software Developments provided within the terms of this
     Agreement.

3.4
     HSBC will specify in writing to SoftGen at time of request for all
     orders of Further Operating Programs or Further Customised Software
     Developments the following information which shall only thereafter
     be considered a properly constituted order:
     (a)  whether SoftGen installation and implementation services are
          required ("SG Installed") or
     (b)  whether HSBC will provide from its own resources locally all
          installation and implementation resources ("HSBC Installed") and
     (c)  the quantities of Further Operating Programs or Further Customised
          Software Developments required, and
     (d)  the locations where and HSBC IT staff to whom these are to be
          delivered,  and
     (e)  the locations where these are to be installed if different, and
     (f)  the dates required for the delivery and
     (g)  any particular functionality, software maintenance, method or
          performance of operation required or not required.
<PAGE>
3.5
     For orders of Further Operating Programs or Further Customized
     Software Developments which are designated "SG Installed" as above,
     HSBC shall provide a date by which demonstration of working order
     and the latest date by which Software Acceptance is to be achieved.
     For orders of Further Operating Programs or Further Customised
     Software Developments which are designated "HSBC Installed" as
     above, demonstration of working order and Software Acceptance shall
     not apply and HSBC shall submit payment to SoftGen 30 days after
     receipt of invoices by HSBC.
3.6
     The terms of this Agreement will be extended to HSBC by SoftGen only
     for those Operating Programs, Further Operating Programs, Customised
     Software Developments or Further Customised Software Developments
     which are contained within orders placed under the terms of this
     Agreement.  Should a corporate entity of HSBC be offered by SoftGen
     directly or indirectly terms for supply, software maintenance and or
     technical assistance or development consulting Operating Programs,
     Further Operating Programs, Customised Software Developments for
     Further Customised Software Developments either qualitatively or
     quantitatively more advantageous than those contained herein, then
     at HSBC's request and without contest those terms will be included
     within this Agreement.

3.7
     SoftGen will verify that the Further Operating Programs requested
     are appropriate for the purpose for which HSBC intend.  SoftGen will
     advise HSBC of any hardware configuration or other associated
     software requirements necessary to the operation of the Further
     Operating Programs ordered.

3.8
     SoftGen will within 14 days acknowledge receipt of the request and
     respond in writing with SoftGen's ability to fulfill the request or
     not ("Acknowledgment"), together if applicable with a quotation of a
     fixed onetime cost for Further Customised Software Developments and
     the estimated time to complete the task or a date by which this
     information will be supplied to HSBC.

3.9
     The Acknowledgement will confirm all costs to be borne by HSBC in
     respect of the order including the onetime and recurrent costs for
     the Further Operating Programs or Further Customised Software
     Developments, any travel and subsistence required, Technical
     Assistance or Consultancy fees, Project Management and all other
     charges onetime and recurrent according to the prices given in
     Schedules 2, 3 and 4.  SoftGen will include as option within each
     quotation to HSBC for Further Software Development one calendar week
     of SoftGen Technical Assistance and one airfare in the event that on-
     site technical assistance is required.

3.10
     The Acknowledgment will confirm SoftGen understanding of the
     arrangements for Software Maintenance support in respect of the
     order placed together with location of delivery of software for
     Software Acceptance.  In absence of other written instruction
     delivery will be made to the HSBC origination of the request and
     Software Maintenance will be provided for an initial 12 month
     period.
<PAGE>
3.11
     HSBC will confirm its understanding and acceptance to SoftGen in
     writing ("Order") accompanied by an order number reference, HSBC
     billing address and indication of any particular terms under which
     this Order is placed.

3.12
     SoftGen will supply to HSBC any Further Operating Programs or
     Further Customised Software Developments and any revisions or
     amendments as may be ordered by HSBC from time to time on a suitable
     electronic medium.

3.13
     SoftGen will supply to HSBC the most current version of the
     Operating Programs or Further Operating Programs at the revision
     level which SoftGen would supply to new customers procuring those
     Operating Programs or Further Operating Programs within the product
     minor release range.  Any upgrades to hardware necessitated by such
     new versions of Operating Programs or Further Operating Programs
     will be at HSBC cost.

3.14
     SoftGen will supply to HSBC all minor enhancements to the Operating
     Programs or Further Operating Programs installed.  From time to time
     SoftGen will significantly enhance its range of Operating Programs
     or Further Operating Programs which enhancement shall constitute a
     Major Release Product.  HSBC may purchase such a Major Release
     Product at the pricing for that product which SoftGen shall offer to
     HSBC at that time.

3.15
     SoftGen reserves its right to withdraw technical support or Software
     Maintenance or Technical Assistance of any Operating Program or
     Further Operating Programs purchased by HSBC should the version in
     use by HSBC not be maintained by HSBC within three minor release
     levels of any Further Operating Program currently supplied by
     SoftGen to new customers or if the release level of the Further
     Operating Program in use is older than two years from the currently
     supplied major release version.

4.0  SoftGen Software Licenses

4.1
     SoftGen agrees to grant to HSBC a perpetual, paid-up, non-exclusive,
     non-transferable license to use the Operating Programs, Further
     Operating Programs, Customised Software Developments and Further
     Customised Software Developments listed in Schedules 1 and 2 as may
     be amended from time to time provided that the appropriate software
     license payments, software development charges and/or Software
     Maintenance payments as listed in Schedules 1 to 4 have been paid
     previously by HSBC to SoftGen.

4.2
     SoftGen will invoice HSBC for all copies of the Operating Programs,
     Further Operating Programs, Customised Software Developments and
     Further Customised Software Developments used on HSBC premises
     according to the pricing of Schedule 2.
<PAGE>
4.3
     HSBC may not without the prior approval in writing of SoftGen make
     unlicensed copies of and or utilize copies of the Operating
     Programs, Further Operating Programs, Customised Software
     Developments and Further Customised Software Developments.  For each
     such copy HSBC will pay to SoftGen the license fee given in Schedule
     2.

4.4
     HSBC agrees that all copies of Operating Programs, Further Operating
     Programs, Customised Software Developments and Further Customised
     Software Developments used on HSBC premises will be authorized by
     and formally licensed from SoftGen according to the terms and
     conditions as listed in Schedules 1, 2, 3 and 4 as applicable.

4.5
     The perpetual, paid-up, non-exclusive, non-transferable licenses
     granted by SoftGen to HSBC entitles HSBC to use the Operating
     Programs, Further Operating Programs, Customised Software
     Developments and Further Customised Software Developments as given
     in Schedules 1 and 2 in any country where the HSBC Group operates.
     These licenses may be transferred within HSBC with prior formal
     notice to and agreement by SoftGen.

4.6
     Such perpetual, paid-up, non-exclusive, non-transferable licenses
     shall not include licenses for any Third Party Software incorporated
     within the Operating Programs, Further Operating Programs,
     Customized Software Developments and Further Customised Software
     Developments or any other licenses used in conjunction with the
     Further Operating Programs and or Further Customised Software
     Developments which are subject to mutual agreement between SoftGen,
     HSBC, and Third Party licensor(s).

5.0  CIMphonyTM Specification/System Performance

5.1
     SoftGen warrant that the Operating Programs and Further Operating
     Programs will operate to SoftGen's published specifications and
     where the operation is not described in their published
     specifications that the Operating Programs and Further Operating
     Programs will operate in a manner that HSBC might reasonably expect.
     Otherwise SoftGen will make any rectifications to the Operating
     Programs and Further Operating Programs without delay and free of
     extra charge to HSBC for the rectification work to ensure such
     normal or expected operation during the period before User
     Acceptance.  Any upgrades to HSBC hardware or software not supplied
     by SoftGen necessitated by such rectification will be performed by
     HSBC.
<PAGE>
5.2
     SoftGen warrants that the Customised Software Developments and
     Further Customised Software Developments will operate to the written
     specifications provided by HSBC at time of order and where the
     operation is not so described that the Customised Software
     Developments and Further Customised Software Developments will
     operate in a manner that HSBC might reasonably expect.  Otherwise
     SoftGen will make any rectifications to the Customised Software
     Developments and Further Customised Software Developments without
     delay and free of extra charge to HSBC for the rectification work to
     ensure such normal or expected operation during the period before
     User Acceptance.

5.3
     SoftGen warrants that each installed copy of the Enhanced
     Transaction Server Version 2.0 software product, using a Pentium II
     450 MHz PC, 256MB RAM and configured as IBM3270 interface, together with
     Windows NT 4.0 operating system (Service Pack 5), SNA Server 4.0 and
     Rumba shall support without degradation in comparison to equivalent
     teller terminal service and with no measurable transit delay up to
     **** concurrent agent/client sessions to an attached computer host
     system, providing there are no contributory HSBC network delays and
     provided the SNA Server is directly attached to the host via LAN with
     no intervening network routing, switching or access equipment.

5.4
     SoftGen warrantees that each installed version of the Basic
     Transaction Server Version 1.0 software product, using a minimum
     Pentium 233 MHz PC, 128 MB RAM and configured as IBM3270 interface,
     together with Windows NT 4.0 operating system, SNA Server 4.0 and
     Rumba without degradation in comparison to equivalent teller terminal
     service and with no measurable transit delay shall support a maximum
     of **** concurrent agent/client sessions to an attached computer host
     system, providing there are no contributory HSBC network delays and
     provided the SNA Server is LAN attached to the host via LAN with no
     intervening network routing, switching or access equipment.

5.5
     For any failure due to Operating Program error, SoftGen warrants
     that each installed version of the Transaction Server software
     products (Basic Version 1.0 and Enhanced Version 2.0) shall be able
     locally to be restored to normal operational service within 60 minutes
     of the time at which and providing qualified HSBC technical staff
     intervene to take action to restore the failure.

6.0  Installation/Delivery

6.1
     SoftGen warrants that the Operating Programs and Further Operating
     Programs can be imported and operated in the territory of Hong Kong,
     the United Kingdom and Channel Islands, the United States of America,
     Canada, Malaysia, Australia, Taiwan, India, Saudi Arabia and the
     United Arab Emirates.
<PAGE>
6.2
     SoftGen agrees to inform HSBC at time of order should any approval
     or license be required from a relevant authority for import or
     operation of the Operating Programs and Further Operating programs
     within the national territory designated at time of order by HSBC
     for such import or operation.  Failing this HSBC reserves the right
     to cancel the order without any costs, liquidated damages and
     liabilities whatsoever to HSBC as a result.

6.3
     SoftGen will install and deliver to the designated technical
     representatives of HSBC the Operating Programs in good working order
     in the quantities listed and by the Installation Dates shown in
     clause 7.1 below or by such other dates as are to be given in the
     orders placed by HSBC to SoftGen (the "Installation Dates").

6.4
     With not less than 30 days notice HSBC may delay the Installation
     Dates of the Operating Programs or Further Operating Programs or
     Customised Software Development by up to 60 days by informing
     SoftGen in writing of the revised Installation Dates.  In such event
     for the purpose of payment for the Operating Programs or Further
     Operating Programs or Customised Software Development the date of
     Software Acceptance will be deemed to be 30 days after the
     originally given Installation Date.

6.5
     If SoftGen is unable to commence or complete installation of an
     Operating Programs, Further Operating Programs or Customised
     Software Developments by the agreed installation Date due to delay
     or other reason on the part of HSBC and this delay has not been
     communicated in writing to SoftGen by HSBC at least forty-eight (48)
     hours prior to SoftGen arrival on site, SoftGen reserves the right
     to charge HSBC for any associated travel and subsistence costs for
     the period of delay at the Technical Assistance rates shown in
     Schedule 4 with a minimum charge to HSBC of two man weekdays.

6.6
     SoftGen will at their own expense insure the Operating Programs,
     Further Operating Programs, Customised Software Developments or
     Further Customised Software Developments against loss or damage
     during shipment to any HSBC location where it is to be installed.

7.0  Software Acceptance/User Acceptance

7.1
     The Operating programs and Customised Software Developments will be
     delivered to the designated IT representative of HSBC for acceptance
     testing by the following dates:

     *    Delivery Software Acceptance Testing      20 July 1998
     *    User Acceptance Testing                   19 October 1998

7.2
     SoftGen will provide free of extra charge to HSBC any Further
     Operating Program or other software deemed by SoftGen to be
     reasonably necessary for executing the acceptance tests.  HSBC will
     return such Further Operating Programs or other software to SoftGen
     immediately upon successful completing of such acceptance tests.
<PAGE>
7.3
     Once Operating Programs, Further Operating Programs, Customised
     Software Developments or Further Customised Software Developments
     ordered by HSBC for a particular location have been delivered as
     ordered SoftGen will receive in writing from an authorized officer
     of HSBC formal acknowledgment that the softwares delivered have been
     demonstrated to HSBC to be in full working order in accordance with
     Schedule 5 or otherwise in accordance with the conditions specified
     in the order ("Software Acceptance").

7.4
     SoftGen warrants that those Operating Programs, Further Operating
     Programs, Customised Software Developments or Further Customised
     Software Developments delivered to HSBC and installed shall operate
     without fault or error for a continuous warranty period of 30 days
     after installation in conformance with Schedule 5 or other test
     which may be agreed and presented by HSBC in writing to SoftGen
     after which HSBC will confirm in writing within 30 days its complete
     and final acceptance or the Operating Programs or Customised
     Software Developments at that location (hereinafter "User
     Acceptance") or otherwise any faults or errors identified.

7.5
     Should no formal acknowledgment of Software Acceptance or User
     Acceptance or advice of failure to comply with Schedule 5 or other
     tests as agreed at time of order be received from HSBC by SoftGen
     with 30 days of delivery of Operating Programs, Further Operating
     Programs, Customised Software Developments or Further Customised
     Software Developments then those softwares shall be deemed to have
     passed automatically Software Acceptance and or User Acceptance as
     applicable.
7.6
     All faults or errors identified during the period of User Acceptance
     of 30 days operation shall be rectified by SoftGen within 30 days of
     report or the software may be replaced by SoftGen without additional
     charge or the purchase price and Software Maintenance fees for that
     software may be refunded at HSBC request.

7.7
     On-site Technical Assistance or Consultancy may be requested by HSBC
     within the 30-day warranty period of User Acceptance for which the
     standard SoftGen Technical Assistance charges shown in Schedule 4
     will apply.

8.0  Documentation

8.1
     SoftGen will provide to HSBC free of charge one copy of manuals or
     documentation describing each Operating Program, Customised Software
     Development, Further Operating Program or Further Customised
     Software Development purchased by HSBC including but not limited to
     functions, facilities and methods of use.
<PAGE>
9.0  Software Maintenance

9.1
     SoftGen agrees to provide and HSBC shall agree to receive Software
     Maintenance services for each Operating Program, Further Operating
     Program, Customised Software Development and Further Customised
     Software Developments as may be ordered by HSBC from time to time at
     the prices given in Schedule 3 and in accordance with the applicable
     terms and conditions listed hereafter.


9.2
     SoftGen will include and HSBC shall undertake payment for Software
     Maintenance services together with other onetime costs of order
     quoted by SoftGen as specified in clause 15.6.

9.3
     By agreement with SoftGen, HSBC may elect on the second annual
     anniversary of the delivery and acceptance (Software Acceptance as
     herein defined) of the Operating Programs, Further Operating
     Programs, Customised Software Developments and Further Customised
     Software Developments installed at any location to cancel Software
     Maintenance services following three months notice provided to
     SoftGen in writing in accordance with clause 24.1.

     All SoftGen responsibility including updates, rectification and
     Technical Assistance for those Operating Programs, Further Operating
     Programs, Customised Software Developments and Further Customised
     Software Developments for which Software Maintenance is cancelled by
     HSBC will end.

9.4
     SoftGen may refuse to recommence Software Maintenance services on
     any Operating Programs, Further Operating Programs, Customised
     Software Developments and Further Customised Software Developments
     which HSBC wishes to bring into production use which SoftGen deems
     to be unserviceable and for which HSBC has previously cancelled or
     allowed Software Maintenance to lapse.

     SoftGen will commence Software Maintenance of any Operating
     Programs, Further Operating Programs, Customised Software
     Developments and Further Customised Software Developments for which
     HSBC has previously cancelled or allowed Software Maintenance to
     lapse at SoftGen sole options and subject to an audit or review by
     SoftGen at the fees provided herein for Technical Assistance as
     given in Schedule 4 and at the Software Maintenance charges for
     newly purchased products as given in Schedule 3.

9.5
     Software Maintenance services shall be provided by SoftGen to the IT
     staff of HSBC at the location specified at time of order or by
     default to that HSBC location from which the order originated.

9.6
     Software Maintenance services shall include provision of technical
     support for and software update of each installed primary and
     contingency version of the Operating Programs and Customised
     Software Developments at each HSBC location.
<PAGE>
9.7
     SoftGen Software Maintenance services will commence to HSBC from the
     first day of the calendar month following that calendar month in
     which HSBC formally advises to SoftGen in writing receipt of the
     software delivered and their acceptance of the Operating Programs or
     Customised Software Developments installed (Software Acceptance as
     heretofore defined).

10.0 Project Management

10.1
     For those orders where HSBC requests SoftGen installation and
     implementation ("SG Install" as defined herein) SoftGen will provide
     and HSBC will receive Project Management services at the prices
     given in Schedule 3b and in accordance with the applicable terms and
     conditions listed hereafter.

10.2
     SoftGen will not apply Project Management fees for those Operating
     Programs, Further Operating Programs, Customised Software
     Developments and or Further Customised Software Developments ordered
     by HSBC from Schedule 2 attached where HSBC specifies at time of
     order that installation and implementation will be provided by HSBC
     resources alone ("HSBC Install" as defined herein).  Should no such
     specification be received Project Management fees shall apply.

11.0 Amendment of Operating Programs or Customised Software Developments

11.1
     HSBC may not without the express permission in writing of SoftGen
     amend, alter, add to or change any of the Operating Programs,
     Further Operating Programs, Customised Software Developments or
     Further Customised Software Developments provided to HSBC by
     SoftGen.

11.2
     Following any such alteration, those software license payments due
     to SoftGen for each Operating Programs, Further Operating Programs,
     Customised Software Developments or Further Customised Software
     Developments for each HSBC site per seat per annum will continue,
     but Software Maintenance will cease and all other SoftGen
     responsibility including Technical Assistance for those Operating
     Programs or Customised Software Developments so altered will end.

11.3
     HSBC may request Technical Assistance or Software Maintenance for
     those Operating Programs, Further Operating Programs, Customised
     Software Developments or Further Customised Software Developments
     altered by HSBC in which case SoftGen reserves the right to review
     the software in question according to the standard Technical
     Assistance prices given in Schedule 4.  SoftGen will advise HSBC if
     such support will be resumed in which case HSBC will recommence from
     that point Software Maintenance at the prices given in Schedule 3 as
     may be altered from time to time.
<PAGE>
12.0 Technical Assistance

12.1
     SoftGen will provide Standard or emergency Technical Assistance or
     Consultancy to HSBC on written order or otherwise by verbal order
     from an authorized officer of HSBC which verbal request is to be
     confirmed by HSBC in writing within one week of request.

12.2
     Standard or Emergency Technical Assistance will be provided to HSBC
     according to the terms and notice given in Schedule 4 for those
     Operating Programs, Further Operating Programs, Customised Software
     Developments or Further Customised Software Developments for which
     HSBC has paid the relevant license fees to SoftGen and undertaken
     Software Maintenance as given in Schedules 2 and 3.

12.3
     HSBC will designate a primary contact point for SoftGen within the
     Information Technology (IT) division of HSBC ("designated IT
     representative") through which Technical Assistance may be provided.
     In absence of such designation by default this representative shall
     be taken to the point of origin of the order received from HSBC.

12.4
     SoftGen shall provide a telephone number in Dallas USA to which HSBC
     IT staff may telephone to obtain Technical assistance remotely on a
     24 hour 7 day basis.

12.5
     HSBC shall provide to SoftGen at HSBC cost and billed directly to
     HSBC an IDD telephone service (IDD Calling Card) to facilitate
     SoftGen Software maintenance and Technical assistance to HSBC's IT
     staff at long distance.

12.6
     SoftGen shall provide Technical Assistance via SoftGen Senior
     Architect and SoftGen Junior Architect staff onsite to HSBC
     locations as requested at the Consultancy and Subsistence prices for
     Weekday, Weekend and Public Holiday support shown in Schedule 4.

12.7
     Public Holidays shall be taken to be those US holidays of Memorial
     Day, Christmas Holidays, Thanksgiving Day, Labor Day and US
     Independence Day.

12.8
     SoftGen will receive if so requested by HSBC a leased data circuit
     connection to HSBC or equivalent to be provided at HSBC cost for the
     purpose of updates or changes to Operating Programs, completion of
     Customised Software Developments, and other functional tests.
     SoftGen will provide all reasonable assistance to allow HSBC to
     complete these tasks.

12.9
     SoftGen guarantees to maintain a level of availability, expertise,
     numbers and geographical location of Software Architect staff
     sufficient for SoftGen to carry out its obligations under this
     Agreement.
<PAGE>
13.0 Performance

13.1
     Failure of Operating Programs or Further Operating Programs or
     Customised Software Developments or Further Customised Software
     Developments ("SoftGen Software") are defined as Level 1, 2, or 3 as
     below.

     * A level 1 Failure is defined as a single failure or malfunction of
       SoftGen Software such that as a result less than 10% of the total agent
       positions within that HSBC call centre suffer loss of normal operational
       functions or degradation to the point where business operations are
       prejudiced.

     * A Level 2 Failure is defined as a single failure or malfunction of
       SoftGen Software such that as a result more than 10% but less than 50% of
       the total agent positions within that HSBC call centre suffer loss of
       normal operational functions or degradation to the point where business
       operations are prejudiced.

     * A Level 3 Failure is defined as a single failure or malfunction of
       SoftGen Software such that as a result more than 50% of the total agent
       positions within that HSBC call centre suffer loss of normal operational
       functions or degradation to the point where business operations are
       prejudiced.

13.2
     Those Failures defined above shall exclude those interruptions of
     service or operation due to (1) HSBC abuse, misuse, negligence or
     deliberate damage to SoftGen Software, (2) HSBC failure to maintain
     the SoftGen Software environment in accordance with the SoftGen
     specifications, (3) external telecom network or circuit failure, (4)
     interruption scheduled in advance between HSBC and SoftGen.

13.3
     SoftGen will receive advice from HSBC of SoftGen Software failures
     by telephone or by agreed alternative 24 hours 7 days per week.

13.4
     The "Time of Failure" is defined as the time of the receipt by
     SoftGen from HSBC of a request for remedial maintenance containing a
     "test log" being a written statement of the details of the failure.
     If after 15 minutes HSBC has been unable to contact SoftGen due to
     omission, absence, failure or other circumstance on the part of
     SoftGen, the Time of Failure will be deemed to be 15 minutes after
     the first recorded call attempt by HSBC.

13.5
     The "Time of Repair" is defined as the time at which an employee of
     SoftGen or its agent demonstrates to an authorized employee of HSBC
     that normal operation has been restored and the SoftGen software is
     restored to full working order.  If no authorized HSBC employee is
     available, the Time of Repair will be deemed to be the time at which
     the employee of SoftGen or its agent telephones HSBC's Network
     Control Centre or other designated HSBC contact point to confirm the
     restoration of the SoftGen Software.
<PAGE>
13.6
     The "Down Time of a Failure" is defined as the elapsed time between
     the Time of Failure and the Time of Repair excluding times when
     SoftGen or their agents are unable to gain access to the SoftGen
     softwares.

13.7
     SoftGen guarantees that the Mean Times Between Failures will be not
     less than the threshold shown in the table below:

     Level                              Threshold
     Level 1                            30 days
     Level 2                            120 days
     Level 3                            360 days

13.8
     In any case where the guarantees in clause 13.7 above are not met
     for three consecutive months HSBC may at its sole option withdraw
     Software Maintenance charges for the location and software in
     question and require SoftGen at its expense to arrive on-site to
     rectify the cause of failure.  Software maintenance will be waived
     until resolution is demonstrated to HSBC.

13.9
     Notwithstanding the above SoftGen warrants that each installed
     version of the Transaction Server software products shall maintain
     on average a Mean Time Between Failure due to accepted software
     error of at least 90 days providing that at that location HSBC is
     operating the most recent minor release level of that Transaction
     Server software product.

13.10
     At any HSBC location and following any three consecutive occurrences
     where the SoftGen Transaction Server has failed to meet the
     performance standards set in clauses 5.3, 5.4 and or 13.9 above,
     HSBC at its sole option may suspend Software Maintenance payments
     and or receive at HSBC request and without additional charge
     sufficient immediate Technical Assistance onsite from SoftGen by way
     of SoftGen Software Architect Consultancy support and or further
     copies of SoftGen Further Operating Program software to ensure that
     the level of performance in clauses 5.3, 5.4 and or 13.9 will be
     met.

13.11
     Within 14 days after the end of each month HSBC at each location
     will present SoftGen with a report of any SoftGen software failures
     which commenced in that month.

14.0 Training

14.1
     SoftGen will supply training services as specified in accordance
     with Schedule 1 and at the prices to HSBC shown in Schedule 4 for
     Technical Assistance.
<PAGE>
15.0 Payment Terms

15.1
     The period for receipt of payment by SoftGen of invoices received by
     HSBC shall be 30 days.

15.2
     SoftGen will submit to HSBC any invoice within 14 days of the date
     of Software Acceptance or the date by which any SoftGen service has
     been received by HSBC or earlier as hereinafter provided.  Any
     invoice received by HSBC from SoftGen more than 16 weeks from the
     date on the service to which it refers was received by HSBC will be
     declared null and void.

15.3
     HSBC will pass for payment all valid invoices submitted by SoftGen
     to HSBC within 14 days of receipt by HSBC.

15.4
     Following SoftGen Acknowledgement of an order by HSBC for Further
     Operating Programs alone SoftGen will deliver those Further
     Operating Programs so ordered to the HSBC location specified and
     will invoice to HSBC **** of the total onetime costs for the
     Further Operating Programs at the prices given in Schedule 2
     together with **** of the first annual Software Maintenance charges
     as given in Schedule 3.

15.5
     Following SoftGen Acknowledgement of an Order from HSBC for man-days
     of Technical Assistance and consulting SoftGen will arrange such
     assistance as required and will invoice to HSBC **** of the total
     onetime costs for those man-days specified at the prices given in
     Schedule 4.

15.6
     Following SoftGen Acknowledgement of an Order from HSBC for the
     Customised Software Developments or Further Customised Software
     Developments together with any associated Operating Programs or
     Further Operating Programs or for Technical Assistance or Project
     Management SoftGen will invoice to HSBC and HSBC will pay according
     to the following terms:

     At Time of Order               **** of total onetime costs quoted to HSBC
     Following Delivery             **** of total onetime costs quoted to HSBC
     Following Software Acceptance  **** of total onetime costs quoted to HSBC

15.7
     SoftGen will bill all charges to the address and to the HSBC
     representative designated within the order received from HSBC or by
     default to the previously designated HSBC IT contact point as herein
     provided.
<PAGE>
15.8
     SoftGen will make payment at cost directly to the various companies,
     agencies and governments for any charges incurred for packing,
     freight, insurance, customs clearance, importation duties and
     taxation and all other charges incurred in connection with the
     supply of Operating Programs, Further Operating Programs, Customised
     Software Developments, Further Customised Software Developments or
     Technical Assistance.  SoftGen will provide any such receipts at
     HSBC's request.

15.9
     For the duration of this Agreement the prices for items of Further
     Operating Programs, Further Customised Software Developments,
     Software Maintenance and SoftGen Technical Assistance will be in
     accordance with Schedules 2, 3, and 4 as applicable except that by
     agreement with HSBC and on 3 months notice in writing to HSBC,
     SoftGen may at its option and on each annual anniversary of Software
     Acceptance at each location adjust these prices provided that such
     adjustment does not result in an increase greater than 10%.

15.10
     HSBC may request SoftGen from time to time to amend Schedule 2 to
     add items to the Further Operating Programs price list as new
     Operating Programs or components of Operating Programs made are
     released by SoftGen.

16.0 Ownership

16.1
     Title to the Operating Programs, Further Operating Programs,
     Customised Software Developments and Further Customised Software
     Developments shall remain with SoftGen.

17.0 Term

17.1
     Unless terminated as hereinafter provided this Agreement shall exist
     for five years from the date of signature.

17.2
     Each party may terminate this Agreement at any time following the
     fifth anniversary of date of signature by giving three months notice
     in writing to the other party in absence of which this Agreement and
     its terms an conditions will automatically continue on an annual
     basis.

18.0 Termination

18.1
     Any party will have the right to terminate this Agreement (1)
     another party is guilty of a material or substantial breach of its
     obligations herein and (2) the party seeking to terminate has
     rendered written notice of the breach to the other parties in
     accordance and (3) the party in breach has failed to remedy the
     breach within at most ninety (90) days after receipt of such notice.
<PAGE>
18.2
     Notwithstanding the provisions of Clause 13.7, if the period of
     delay beyond the end of the Software Acceptance or stated User
     Acceptance Test (UAT) period exceeds 6 months due to action,
     inaction or omission on the part of SoftGen then HSBC at its sole
     option may terminate this Agreement or may require SoftGen free of
     extra charge to HSBC and without contest or further delay to supply
     additional or replacement copies of Further Operating Programs or
     Operating Programs to meet Software acceptance or UAT requirements
     or require the commitment of such additional SoftGen Technical
     Assistance as may be necessary so that UAT requirements may be met
     within three months of this request or may require SoftGen by formal
     notice to supply functionally equivalent alternative Operating
     Programs of similar quality manufactured by another company to be
     selected by SoftGen.

     In the event that HSBC chooses to request SoftGen to supply
     functionally equivalent Operating Programs or Further Operating
     Programs of similar quality as provided for above, this shall be
     limited by the obligation to meet the functional requirements of
     Clauses 5.3, 5.4, 5.5 and the functionalities of Schedule 5 and by
     the choice of alternative supplier on the part of SoftGen.

18.3
     If in any consecutive three months any one of the guarantees of
     Clauses 5.4, 5.5 and 5.6 are not met at a particular location then
     HSBC at its sole option following formal notice to SoftGen may
     employ another company or without extra charge to HSBC require
     SoftGen to employ another company of SoftGen choice for Software
     Maintenance of any Operating Programs or Further Operating Programs
     delivered to that location and SoftGen will supply to that other
     company all reasonable information, assistance and spare parts
     necessary for them to maintain the Operating Programs or Further
     Operating Programs.

18.4
     If any party terminates this Agreement under clauses 18.1 or 18.2
     then all parties agree to submit to arbitration for assessment of
     the damages to be paid upon such termination and agree to be bound
     by the arbitrator's decisions.

     Any liability for such damages on the part of SoftGen shall not
     exceed the cumulative total to date paid to SoftGen by HSBC globally
     since signature of this Agreement for all services or maintenance
     performed by SoftGen under this Agreement.

     It is agreed that one arbitrator will be appointed by each and that
     they will appoint an umpire immediately after they themselves have
     been appointed.  The umpire will sit with the arbitrators but will
     only enter upon the assessment if the arbitrators are unable to
     reach agreement.
<PAGE>
18.5
     Any party will have the right to terminate this Agreement forthwith
     by giving notice in writing to the others in the event that another
     party (1) suffers a receiver to be appointed for its affairs or
     property or (2) enters into an assignment or other arrangement for
     the benefit of its creditors or (3) suffers an attachment against or
     a seizure of a substantial part of its assets or its parts
     inventory.

18.6
     In the event of termination of this Agreement under Section 18 those
     provisions thereof that by their nature should survive will survive
     the termination.

19.0 Force Majeure

19.1
     No party to this agreement will be liable to the other nor held in
     breach of this Agreement if prevented hindered or delayed in
     performance or observance of its obligations hereunder by conditions
     beyond its reasonable control.

20.0 Risk of Loss or Damage

20.1
     SoftGen will be responsible for all risk of loss or damage to the
     Operating Programs, Further Operating Programs, Customized Software
     developments and/or Further Customised Software Developments up to
     the time of receipt by HSBC at the place of delivery.

20.2
     HSBC will be responsible for all risk of loss or damage to the
     Operating Programs, Further Operating Programs, Customized Software
     Developments and/or Further Customised Software following the
     receipt of delivery onto HSBC premises.


20.3
     SoftGen will indemnify and/or rectify without charge to HSBC for all
     damage to the Operating Programs, Further Operating Programs,
     Customized Software developments and/or Further Customised Software
     following delivery HSBC premises where such damage is caused by
     action, inaction, omission or negligence on the part of SoftGen.

21.0 Confidentiality/Publicity

21.1
     All parties to this Agreement and their employees acknowledge all
     material and information that has or will come into the possession
     or knowledge of each in connection with this Agreement or the
     performance hereof consists of confidential and proprietary data
     whose disclosure to a third party may be damaging.
<PAGE>
21.2
     All parties and their employees agree to hold and use such material
     and information and contents of this Agreement as company
     confidential whose disclosure to any third party shall render any
     advantage of price or other advantage contained herein liable to
     removal, at the option of the other party, all other terms
     continuing.

21.3
     SoftGen shall not disclose the making of this Agreement in any
     journal magazine or publication or otherwise use HSBC's name in any
     of its advertising material without HSBC's prior written consent.
     Such consent is given at HSBC's absolute discretion and is not to be
     unreasonably withheld.

22.0 Agents/Assignment of Right and Obligations

22.1
     HSBC may receive SoftGen CIMphonyTM software products and services
     via a third party, or other corporate agents or distributors only
     following receipt of a prior written notice and agreement from
     SoftGen in accordance with clause 25.

22.2
     SoftGen may appoint agents or distributors of SoftGen CIMphony
     software products and services by prior agreement with HSBC to
     provide sales, Software Maintenance or Technical Support services
     described in this Agreement in which case such agents or
     distributors will assume as applicable those responsibilities herein
     attributable to SoftGen.  SoftGen will remain liable for all
     guarantees and conditions contained in this Agreement.

22.3
     Any agents so appointed by SoftGen to provide to HSBC any SoftGen
     CIMphony software products and services herein described will do so
     at the prices given in Schedules 1, 2, 3, 4 appended and under those
     terms and conditions described or at prices and under terms and
     conditions accepted by HSBC as being more advantageous than those
     herein.

22.4
     Prior to the relevant Installation Dates SoftGen will provide to
     HSBC in writing full contact details and obtain HSBC agreement of
     any maintenance agents which may be proposed to assume any SoftGen
     responsibilities under this Agreement.  SoftGen warrants that formal
     training will be provided to the technical staff of any agents so
     agreed before these dates to a level sufficient to allow them to
     fulfill their obligations under this Agreement.

23.0 Limitation of Liability

23.1
     Notwithstanding anything herein to the contrary, no party hereto
     will be liable hereunder for any consequential or indirect damages
     excepting penalty sums or liquidated damages specified or assessed
     as described herein.
<PAGE>
24.0 Patent and Copyright Indemnity

24.1
     SoftGen will indemnify and hold HSBC harmless against all claims,
     liabilities and costs including reasonable attorney's fees for the
     defense of any claim or suit of alleged infringement by SoftGen's
     Operating Programs or Customised Software Developments of any
     patent, copyright or the trademark, trade secret or unfair
     competition rights of any third party provided that HSBC gives
     SoftGen prompt written notice of such claim or suit and that SoftGen
     is permitted to control the defense and settlement of the claim or
     suit.

     HSBC will fully co-operate in the defense of any such claim or suit
     and may appear at its own expense through counsel of its choice.
     SoftGen may settle any such claim or suit on a basis which requires
     SoftGen to substitute for the Operating Programs or Customized
     Software Developments functionally equivalent alternative Operating
     Programs or Customised Software Developments or other software of
     similar quality.

     SoftGen will not be liable to HSBC if the infringement or claim or
     infringement is based upon (1) use of the Operating Programs,
     Further Operating Programs and/or Customised Software Developments
     in combination with products or software not supplied by SoftGen
     thereby giving rise to the infringement or (2) use of the Operating
     Programs, further Operating Programs and/or Customised Software
     Developments in practicing any process not contained in the written
     application specifications received by SoftGen or (3) modification
     of the Operating programs, Further Operating Programs and/or
     Customised Software Developments by HSBC or any third party of (4)
     compliance with the designs, plans, specifications or instructions
     of HSBC.

25.0 Notices

25.1
     Any written notice required to be given hereunder will be deemed
     sufficient if sent by first class mail, postage prepaid courier
     service, or facsimile addressed to the other party at the address
     set forth in the first page of the agreement or as given below:

          HSBC Holdings plc
          Group Head of Telecommunications
          HSBC Holdings plc
          10 Lower Thames Street
          London EC3R 6AE

          SoftGen International
          Ms. Leslie Leland
          President
          SoftGen International
          8150 North Central Expressway
          Suite 1201, Dallas, TX  75206
          Fax +1 (214) 346-0688
<PAGE>
26.0 Amendments to this Agreement

26.1
     This Agreement may be changed only by the agreement of both parties
     in writing and may not be changed or terminated orally.

26.2
     Orders of additional Further Operating Programs and/or Further
     Customised Software Developments from subsidiaries, associate and
     managed companies of HSBC Holdings plc will be placed and received
     only under the terms of this Agreement and may be included herein by
     the addition from time to time of written addenda ("Amendments")
     which will specify the SoftGen products and services required and by
     agreement the details of supply or operation or other conditions
     particular to that order.

27.0 Law

27.1
     The construction, validity and performance of this Agreement shall
     be governed in all respects by the Law of England and the parties
     hereto hereby submit to the jurisdiction of the English Courts.

28.0 Extension of Time

28.1
     Unless elsewhere so provided within this Agreement where the
     performance by SoftGen is prejudiced due to act, omission or delay
     on the part of HSBC the date for completion or delivery of the
     relevant contract obligations will be automatically extended by a
     period of time equal to the delay imposed and SoftGen will be
     entitled to charge HSBC for its reasonable and actual costs
     occasioned by such delay.  SoftGen will take any reasonable action
     to mitigate such costs.

29.0 Taxes

29.1
     HSBC will pay at cost on submission of the invoice by SoftGen any
     taxes associated with HSBC purchase under this Agreement of SoftGen
     Operating Programs, Further Operating Programs, Customised Software
     Developments and Further Customised Software Developments.  HSBC
     will not be liable for any taxes based on gross or net income of
     SoftGen or its agents or distributors.

30.0 Millennium Year 2000 Change

30.1
     SoftGen warrants that the Operating Programs, Further Operating
     Programs, Customised Software Developments and Further Customised
     Software Developments are fully compatible at time of acceptance by
     HSBC with the millennium date change for the Year 2000 and
     associated date-related dependencies including but not limited to
     (I) the change from 1999 to 2000 (ii) 29 February 2000 (iii) the
     change from 2000 to 2001 and (iv) system purge dates such as 9.9.99.
     In addition, SoftGen warrants that the Operating Programs, Further
     Operating Programs, Customised Software Developments and Further
     Customised Software Developments shall not incur any failures or
     errors as a result.
<PAGE>
30.2
     In the event of any error or failure in the Operating Programs,
     Further Operating Programs, Customised Software Developments and
     Further Customised Software Developments as delivered and accepted
     by HSBC attributable to the millennium date change SoftGen shall use
     its best endeavors to modify the aforementioned software and SoftGen
     components supplied by SoftGen to correct without delay such error
     or failure.

30.3
     SoftGen will provide to HSBC demonstration or evidence that the
     aforementioned software components are compliant with the standards
     specified in Clause 30.1 above prior to end June 1999.  SoftGen will
     provide to HSBC without additional charge whatever Operating program
     or other SoftGen software products are needed to assist HSBC at its
     choice to undertake testing of the Operating Programs, Further
     Operating Programs, Customised Software Developments or Further
     Customised Software Developments.

30.4
     SoftGen shall have no obligations to HSBC under this Agreement other
     than specifically provided herein in respect of Operating Programs,
     Further Operating Programs, Customised Software Developments or
     Further Customised Software Developments which may have been altered
     or amended or changed without SoftGen assistance following delivery
     and acceptance by HSBC.

31.0 Indemnity and Insurance

31.1
     SoftGen shall indemnify and keep indemnified HSBC to the extent
     caused by SoftGen against injury (including death) to any persons on
     HSBC premises (including any employee, agent, sub-contractor or
     representative of SoftGen) or loss of or damage to any property
     which may arise out of any act or omission (whether caused by
     negligence or not) of SoftGen or of any sub-contractor, employee,
     agent or representative of SoftGen arising out of or in consequence
     of SoftGen's obligations here-under and against all claims, demands,
     proceedings, damages, costs, charges and expenses whatsoever in
     respect thereof or in relation thereto.

31.2
     Without limiting SoftGen responsibilities under clause 28.1 above,
     SoftGen shall insure with a reputable insurance company against all
     loss and damage specified in Clause 28.1 above.  In the event of
     such claims, demands, proceedings, damages, costs, charges and
     expenses whatsoever in respect thereof or in relation thereto,
     SoftGen shall produce to HSBC such policy of insurance and receipts
     for premiums in respect thereof if called upon to do so.

32.0 Computer Virus

32.1
     SoftGen and HSBC shall use commercially reasonable best efforts to
     ensure that no computer virus is introduced onto HSBC's internal
     environment or internal systems or networks by any act, omission or
     negligence on the part of their employees, agents or sub-
     contractors.
<PAGE>
32.2
     In the event that a computer virus is so introduced by any act,
     omission or negligence of SoftGen and/or SoftGen employees, agents
     or sub-contractors SoftGen will use all reasonable endeavors to
     restore the Operating Programs, Further Operating Programs,
     Customised Software Developments and Further Customised Software
     Developments used by HSBC to normal operation.

32.3
     No Operating Programs, Further Operating Programs, Customised
     Software Developments and Further Customised Software Developments
     or other software may be loaded on any HSBC internal system or
     network by SoftGen without prior approval from HSBC.

33.0 Ownership / Intellectual Property Rights / Source Code

33.1
     The ownership of all SoftGen Operating Programs, Customised Software
     Developments, Further Operating Programs or Further Customised
     Software Developments as listed in Schedules 1 and 2 rests with
     SoftGen who shall retain all rights in the source code.

34.1
     SoftGen on HSBC's formal request in writing and at HSBC cost will
     organize and arrange for the placement in commercial escrow of one
     complete copy of the source code of any Operating Programs, Further
     Operating Programs, Customised Software Developments and Further
     Customised Software Developments designated by HSBC as at date of
     HSBC acceptance with the documentation used in the compilation of
     such with a specialist company of SoftGen recommendation in such a
     manner that HSBC may have unimpeded usage of or title to that
     software in the event that SoftGen should cease to trade for any
     reason or file for bankruptcy or the provision by SoftGen of the
     source code to other users of SoftGen products.

35.0 Schedules

35.1
     SoftGen will seek to maintain to date the accuracy of the
     information provided in the Schedules of detail attached hereto
     which are incorporated in and form part of this Agreement.

                           Appended Schedules

     The following Schedules of detail are attached hereto and are
     included within and made applicable to this Agreement:

     Schedule 1 -   The Operating Programs and Customised Software
                    Developments

     Schedule 2 -   SOFTGEN CIMphonyTM Pricing (HSBC Group)

     Schedule 3 -   SOFTGEN CIMphonyTM SOFTWARE MAINTENANCE SERVICES
                    SOFTGEN CIMphonyTM PROJECT MANAGEMENT SERVICES

     Schedule 4 -   SOFTGEN TECHNICAL ASSISTANCE
<PAGE>
                               Schedule 1

1a)  THE OPERATING PROGRAMS

     ****

        Contract Onetime Software License Costs       USD ****

1b)  THE CUSTOMIZED SOFTWARE DEVELOPMENTS

        Contract Onetime Costs                        USD ****

1c)  SOFTGEN SOFTWARE MAINTENANCE

        Contract Costs   Per 12 months                USD ****

1d)  SOFTGEN TECHNICAL ASSISTANCE / CONSULTANCY

        Contract Onetime Costs                        USD ****

1e)  SOFTGEN TRAVEL / SUBSISTENCE

        Contract Onetime Costs                        USD ****
        Subsistence

1f)  SOFTGEN TRAINING

        Contract Onetime Costs                        USD ****
<PAGE>
                               Schedule 2

2)   SOFTGEN CIMphonyTM  Pricing (HSBC Group)

2a)  CTI SERVER STANDARD SOFTWARE - ONETIME COSTS

****

2c)  CLIENT WORKSTATION STANDARD SOFTWARE - LICENSE

****
<PAGE>
                               Schedule 3

3a)  SOFTGEN CIMphonyTM SOFTWARE MAINTENANCE SERVICES

SoftGen shall provide software maintenance services to HSBC according to
the terms of this Agreement, and in respect of those standard SoftGen
CIMphonyTM products listed in Schedule 2 installed by HSBC as shown in
Schedule 1 (the Operating Programs) together with those software
developments (Customized Software Developments) for HSBC by SoftGen, at
the annual percentages of the installed total onetime costs of Operating
Programs, Further Operating Programs, Customised Software Developments or
Further Customised Software Developments and the one time Software
Licenses at each site as shown below:

     Percentage of installed total onetime cost

     First 12            Each 12 months
     months              thereafter

      ****                ****

Software Maintenance support
(by SoftGen Inc. or its agents to HSBC IT)
[*not applicable to subsistence, travel and training costs]

3b)  SOFTGEN CIMphonyTM  PROJECT MANAGEMENT SERVICES

SoftGen shall provide Project Management services to HSBC according to
the terms of this Agreement, and in respect of those standard SoftGen
CIMphonyTM products listed in Schedule 2 installed by HSBC as shown in
Schedule 1 (the Operating Programs) together with those software
developments (Customised Software Developments for HSBC by SoftGen, at
the percentages of the installed total onetime costs of Operating
Programs, Further Operating Programs, customised Software Developments or
Further Customised Software Developments at each site as shown below:

                                                 Percentage of total onetime
                                                Software or customization cost
CTI SERVER STANDARD SOFTWARE (See 2a)                       ****

CLIENT WORKSTATION STANDARD SOFTWARE (See 2c)               ****

HSBC CUSTOMISED COMPOSITE GUI DESKTOP CLIENT (See 2d)       ****

FURTHER CUSTOMISED SOFTWARE DEVELOPMENTS                    ****
(Any software developments particular to, specified
and requested by HSBC at time of order)

2d)  HSBC CUSTOMISED SOFTWARE DEVELOPMENTS
****

Onetime License USD per seat per site

(12) HSBC Customised Composite GUI desktop client software (as at 1
     October 1999):

     Each HSBC                Onetime License
     Seat from                per Seat per Site
       ****                       ****
<PAGE>
                               Schedule 4

4)   SOFTGEN TECHNICAL ASSISTANCE

SoftGen shall provide Technical Assistance via SoftGen Senior Software
Architect and Junior Software Architect staff onsite at HSBC locations as
requested according to the terms and conditions of this Agreement and at
the Consultancy and Subsistence prices for Weekday, Weekend and Public
Holiday support shown below:

AT STANDARD NOTICE OF REQUEST
(Received by SoftGen more than 4 days prior to start of requirement)

                             Per Weekday      Per Saturday     Per USA
                                               or Sunday       Public
                                                               Holiday**

SoftGen Consulting
Tariff:
- Senior Software Architect      ****             ****          ****

- Junior Software Architect      ****             ****          ****

SoftGen Subsistence Tariff
- Hotel Accommodation                             ****
- Subsistence per diem                            ****
- Air Fare
   (International origin or Intl.                 ****
      destination)
   (USA or Canada origin or                       ****
      destination)

**   USA Public Holidays applicable:  Memorial Day, Christmas Days,
     Thanksgiving Day, Labor Day, Independence Day

ANY EMEMERGENCY NOTICE OF REQUEST
(Any request received by SoftGen at or less than 4 days prior to start of
requirement)

SoftGen Consulting Tariff:
- As above, multiplied by two (x2)

SoftGen Subsistence Tariff:
- Hotel Accommodation                       As above
- Subsistence per diem                      As above
- Air Fare
  As above, multiplied by two (x2)
<PAGE>
                               Schedule 5

            Hongkong and Shanghai Banking Corporation Limited
                       Call Centre System Phase 1
                EXTERNAL DESIGN FUNCTIONAL SPECIFICATIONS

                             (Not attached)
<PAGE>





</TEXT>
</DOCUMENT>
