UNIVIEW TECHNOLOGIES CORP
INTERNATIONAL DISTRIBUTOR AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>6
<FILENAME>exh10-08.txt
<DESCRIPTION>INTERNATIONAL DISTRIBUTOR AGREEMENT
<TEXT>
                                                                 EXHIBIT 10.8


                     INTERNATIONAL DISTRIBUTOR AGREEMENT

   THIS AGREEMENT is made as of October 1, 2001, between uniView Softgen
 Corporation, a Texas corporation with its principal offices in Dallas,
 Texas, U.S.A ("USC"), and Korea Computer, Inc., a Korean corporation with
 its principal offices in Seoul, Korea ("Distributor").

  1. APPOINTMENT
     -----------
   a.  General.  Subject to this Agreement, USC hereby grants to
       Distributor, and Distributor hereby accepts from USC, the exclusive
       and non-transferable right to market, install, maintain and support
       the computer products described in Paragraph 1(b) (the "Products")
       within the territory described in Paragraph 1(c) (the "Territory"),
       except that Distributor shall have no such right with existing
       customers of USC within the Territory as of the date of this
       Agreement, including, but not limited to, HSBC Holdings plc and
       affiliates, which right USC specifically reserves to itself.

   b.  Products.  "Products" means (i) the machine-readable object code
       version of the software described in Exhibit "A" and the portions
       of the human-readable source code version thereof that USC makes
       available to Distributor, if any, whether embedded on disc, tape,
       chip or other media, for use on the computer platform(s) specified
       in Exhibit "A" (the "Software"), (ii) the published user manuals and
       documentation that USC makes generally available for the Software
       (the "Documentation"), (iii) the updates or revisions of the Software
       or Documentation that USC may release from time to time, other than
       as a separately-priced upgrade, enhancement or customization (the
       "Updates") and (iv) all copies of the Software, Documentation or
       Updates.  Upon prior notice to Distributor, USC may add new Products
       to or delete existing Products from Exhibit "A", subject to any
       binding commitment that USC has made to Distributor.

   c.  Territory.  "Territory" means The Republic of Korea.  Distributor
       will not promote or solicit orders for the Products or related
       services outside of the Territory.  Distributor will immediately
       notify USC if Distributor receives an inquiry or order (i) from
       any customer located outside of the Territory for Products to be
       installed inside of the Territory, (ii) from any customer located
       inside of the Territory for Products to be installed outside of the
       Territory or (iii) from any customer that uses or intends to use
       the Products both inside and outside of the Territory.  USC and
       Distributor will negotiate in good faith the terms and conditions
       relating to such order, including the applicable discount from list
       price and the provision of maintenance and support.

   d.  Limitations.  Subject to the satisfaction by Distributor of the
       minimum purchase requirement in accordance with Section 5(f) hereof,
       USC agrees not to appoint another distributor for the Products in
       the Territory during the Term of this Agreement.  However, USC may
       promote, solicit and accept orders for delivery, installation and
       use of the Products within the Territory of authorize other related
       or unrelated persons (including, but not limited to, agents,
       distributors systems integrators, value-added resellers or original
       equipment manufacturers) located inside or outside of the Territory
       to do so.  Any such order or authorization will not be deemed to
       violate this Agreement or entitle Distributor to any commission or
       other compensation, except as otherwise agreed between the parties.
       At USC's request, Distributor will offer installation, maintenance
       and support services to customers within the Territory that have
       obtained the Products from USC or any such person.

  2. DISTRIBUTOR'S OBLIGATIONS
     -------------------------
   a.  Best Efforts.  Distributor will use its best efforts throughout the
       Territory to (i) promote, solicit and obtain orders for the Products
       for Distributor's account, (ii) perform its installation, maintenance
       and support services in a timely and professional manner and (iii)
       develop the good will and reputation of USC.  Distributor represents
       that it possesses the experience, skills and resources required to
       carry out these marketing and service activities.

   b.  Facilities and Staff.  Distributor will possess and maintain
       facilities and staff that effectively market and service the Products
       throughout the Territory.  Distributor will establish and implement
       appropriate training programs for its staff.  All staff members will
       be full-time employees of Distributor.  Unless otherwise agreed on
       a case-by case basis, Distributor will not appoint any independent
       agent, representative, sub-distributor, sub-contractor or other
       person to market or service the Products.

   c.  Demonstration Products.  USC will provide Distributor with one copy
       of the Products free of charge for demonstration purposes (the
       "Demonstration Products") Subject to Section 9.  USC grants
       Distributor a non-exclusive and non-transferable license to use the
       Demonstration Products on the designated hardware system exclusively
       to conduct customer demonstration, training and technical support.
       Distributor will periodically update the Demonstration Products as
       USC deems appropriate.  Distributor will not sublicense, assign or
       otherwise transfer the Demonstration Products to any person without
       USC'S prior written approval.

   d.  Promotional Literature.  Distributor will use the brochures and
       other promotional literature describing the Products in the English
       language that USC may provide to distributor (the "Promotional
       Literature").  Distributor may reproduce the Promotional Literature
       for distribution within the Territory.  Subject to Section 10,
       Distributor may also translate the Promotional Literature for
       distribution within the Territory, if applicable.  USC will own any
       such translation.  Distributor will affix USC'S copyright notice to
       all such translations and reproductions thereof.  Distributor will
       bear all translation and reproductions costs, unless otherwise agreed
       on a case-by-case basis.  Distributor may also prepare, at its cost,
       marketing and advertising materials describing the Products which are
       suitable for used in the Territory, and shall deliver all such
       materials to USC for its approval prior to Distributor's use thereof.
       With respect to all such materials in the Korean language,
       Distributor shall also provide USC with an English translation
       thereof.

   e.  Software Agreement.  Distributor will promote, solicit and obtain
       orders for the object code version of the Products using the form
       of Software License Agreement attached hereto as Exhibit "B" (the
       "Software Agreement") and the maintenance thereof using the form of
       Software Maintenance Agreement attached hereto as Exhibit "C" (the
       "Maintenance Agreement").  USC may modify or replace the Software
       Agreement or the Maintenance Agreement at any time, in whole or in
       part, subject to any binding commitment that USC has made to
       Distributor.  If Distributor translates the Software Agreement or
       the Maintenance Agreement into the language(s) spoken within the
       Territory, Distributor will deliver the proposed translation to USC
       for approval prior to use.  Distributor will not modify of amend the
       terms and conditions of the Software Agreement or the Maintenance
       Agreement without USC's prior written approval on a case-by case
       basis.  In no event will Distributor deliver to any customer or third
       person the source code for the Products, in whole or in part, without
       USC's prior written approval on a case-by-case basis.

   f.  Maintenance Agreement.  Distributor will offer maintenance and
       support services as contemplated by the form of the Maintenance
       Agreement in Exhibit "C" to all customers of the Products within the
       Territory including, at USC's request, those customers that obtained
       the Products from USC pursuant to Paragraph 1(d).  The Maintenance
       Agreements will be assignable to USC in the event contemplated under
       Paragraph 12(b), but will not otherwise obligate or purport to
       obligate USC to perform any of these services.  The quality and
       timeliness of Distributor's services will be comparable to that which
       USC offers to its own customer.

   g.  Other Services.  Distributor will offer installation services and
       provide other services as appropriate to all customers of the
       Products within the Territory including, at USC's request, those
       customers that obtained the Products from USC pursuant to Paragraph
       1(d).  Distributor will negotiate and execute separate agreements
       with customers with respect to such services, the form of which is
       subject to prior review and approval by USC.  The quality and
       timeliness of Distributor's services will be comparable to that
       which USC offers to its own customers.

   h.  Records and Reports.  Distributor will maintain, and provide to
       USC upon request, accurate records of its marketing and service
       activities under this Agreement, including (i) a current list of
       customers for the Products and (ii) copies of all Software Agreements
       and Maintenance Agreements executed with customers.  Distributor will
       also provide such other reports as USC may periodically request, such
       as (i) a description of Distributor's facilities and staff and (ii) a
       summary of the activities of competitors within the Territory.

   i.  Enforcement.  Distributor will effectively enforce against all of
       its customers the provisions of the Software Agreement that affect
       USC's proprietary or confidentiality rights in the Products.  If
       Distributor learns that any customer has breached any such provision,
       Distributor will immediately notify USC and take, at Distributor's
       expense, all steps that may be available to enforce the Software
       Agreement, including availing itself of actions for seizure or
       injunctive relief.  If Distributor fails to take these steps in
       a timely and adequate manner, USC may take them in its own or
       Distributor's name and at Distributor's expense.

   j.  Non-Competition.  During the Term of this Agreement, Distributor and
       its directors, officers and managers shall use its best efforts not
       to promote, represent, distribute, install, customize, maintain,
       support or otherwise market or service computer products that so
       directly compete with or perform functions similar to the Products
       that discharge of Distributor's obligations under this Agreement may
       be affected.  Upon executing this Agreement, Distributor will notify
       USC of the other computer products that Distributor markets or
       services.  Distributor will also promptly notify USC of any
       additional computer products that Distributor may begin to market
       or service during the Term of this Agreement.

  3. USC's OBLIGATIONS
     -----------------
   a.  Marketing Materials.  USC will provide Distributor, at no charge,
       with the initial quantity of Promotional Literature and Software
       Agreements that USC deems appropriate for Distributor to promote,
       solicit and obtain orders for the Products within the Territory.  At
       Distributor's request, USC will provide Distributor with additional
       quantities of such marketing materials, subject to their availability
       at USC.  USC may charge Distributor for additional Promotional
       Literature at USC's then-current standard rates.

   b.  Technical Materials.  USC will periodically provide Distributor,
       at no charge, with the existing data, diagrams and other technical
       materials that USC deems appropriate for Distributor to install and
       support the Products within the Territory.  USC may limit the number
       of copies of such technical materials that Distributor will be
       authorized to make, if any.  Distributor will (i) consecutively
       number each such copy, (ii) maintain a current logbook that record
       the numbers of copies that have been made and (iii) reproduce all
       confidentiality and proprietary notices on each copy.

   c.  Training.  USC agrees to provide Distributor with training, at
       USC's standard rates, to market and service the Products within the
       Territory.  From time to time in the future USC may also require
       Distributor to attend additional training at USC's facilities in the
       United States.  Distributor will bear all travel and out-of-pocket
       expenses that its trainees may incur in attending these sessions.

   d.  Remote Support.  USC will provide Distributor with access to USC's
       technicians for advice, consultation and assistance to diagnose and
       resolve the problems that customers may encounter in using the
       Products.  All such remote support will be offered during regular
       business hours from the facility that USC may designate.  USC may
       provide such remote support by (i) telephone or other forms of
       communication or (ii) visits by Distributor's personnel to a USC
       facility, as USC deems appropriate.  Distributor will pay all
       telephone, travel and other out-of-pocket expenses that Distributor
       may incur in connection with such remote support.  USC may charge
       Distributor for such remote support at USC's standard rate.

   e.  On-Site Visits.  USC may periodically send to Distributor's
       facilities certain of USC's marketing and service personnel to
       advise, consult and assist Distributor in marketing and servicing the
       Products.  USC and Distributor will schedule such on-site visits for
       mutually acceptable times, subject to the availability of appropriate
       USC personnel.  Unless otherwise agreed on a case-by case basis, USC
       may charge Distributor for such visits at USC's standard rate and
       Distributor will pay or reimburse USC for all travel and out-of-
       pocket expenses that USC's personnel may incur in connection with
       such on-site visits.

   f.  Updates.  USC may periodically provide Distributor with Updates for
       the Products that are installed within the Territory.  Unless
       otherwise agreed on a case-by-case basis, Distributor will import and
       duplicate the Updates only as required for distribution to customers
       that have contracted for maintenance of the Products in accordance
       with the terms and conditions of a Software Agreement or Maintenance
       Agreement.  This Paragraph will not be interpreted to require USC
       to (i) develop and release Updates or (ii) customize the Updates
       to satisfy the particular requirements of customers within the
       Territory.  The Updates will not include any new Software that USC
       decides, in its sole discretion, to make generally available as a
       separately-priced upgrade or option.  USC may add such upgrades or
       options to this Agreement as new Products in accordance with
       Paragraph 1(b).

  4. ORDERS AND DELIVERY
     -------------------
   a.  Placement.  Distributor will place orders for the Products directly
       with USC, unless otherwise agreed on as case-by-case basis.  All
       orders will be placed in writing.  Each order will specify (i) the
       identity and location of the customer, (ii) the type and quantity of
       Products orders, (iii) the requested shipment date(s) and (iv) the
       configuration of the proposed installation, if applicable.
       Distributor will attach a copy of the Software Agreement that
       Distributor has executed with the customer to each order.

   b.  Acceptance.  USC may accept or reject any order at its discretion,
       subject to any binding commitment that USC has made to Distributor.
       No order will be deemed accepted unless USC confirms its acceptance
       in writing.  USC will use its reasonable efforts to respond to each
       order within 15 days after its receipt from Distributor.  Any order
       that USC may accept will be subject to the terms and conditions of
       this Agreement, unless otherwise agreed on a case-by-case basis.

   c.  Shipment.  USC will establish a shipment schedule for each order
       accepted from distributor.  USC will ship the Products from its
       distribution center in accordance with this schedule, subject to
       delays beyond USC's control.  USC will select the method of shipment
       for Distributor's account and obtain all licenses required to export
       the Products from the country of origin.  Distributor will (i) obtain
       all licenses required to import the Products into the Territory (ii)
       clear the Products through local customs promptly upon their arrival
       at the territory and (iii) pay all customs duties and other charges
       assessed on such importations in the Territory, if applicable.

   d.  Delivery.  USC will deliver the Products to Distributor upon arrival
       at the port of entry in the Territory (EX SHIP or equivalent term).
       Risk of loss will pass to Distributor upon delivery.  Any use of "EX
       WORKS," "FOB" or other INCOTERMS will apply only to price and not to
       delivery or passage of title or risk of loss.  Delivery of airway
       bills or other bills of lading before or after the Products arrive in
       the Territory will not affect the place of delivery.  All sales are
       made on the basis of "no arrival, no sale".

   e.  Inspection.  Distributor will inspect the Products upon arrival in
       the Territory and immediately notify USC of any discrepancy between
       the Products and shipping documents.  Distributor will retain
       any broken or tampered Products in their original packaging for
       inspection by USC or the insurer.  Any insurable claim not reported
       to USC within 15 days after arrival may be denied.

   f.  Costs.  Distributor will pay or reimburse USC for all insurance,
       brokerage, handling, transportation, demurrage and other costs that
       USC may incur in delivering the Products to Distributor from USC's
       distribution center.  USC will separately identify all reimbursable
       costs in its order confirmation or invoice issued to Distributor.

  5. PRICES AND PAYMENT
     ------------------
   a.  List Prices.  For each Product that Distributor delivers to a
       customer Distributor will pay to USC USC's then-current list price
       of the Product (the "List Price"), less the applicable discount
       specified in Exhibit "A", if any.  All List Prices will be stated in
       U.S. dollars, F.O.B., USC's distribution center.  The current List
       Prices are specified in Exhibit "A".  USC may change the List Prices,
       in whole or in part, at any time upon 90 days' prior notice to
       Distributor, subject to any binding commitment that USC has made to
       Distributor.

   b.  Maintenance Fees.  For each customer to whom Distributor provides
       maintenance services, Distributor will pay to USC USC's then-current
       time and material maintenance fees (the "Maintenance fees").  KCI has
       the option to purchase in advance time and material maintenance in
       bulk or individual hours.  All Maintenance Fees will be stated in
       U.S. Dollars, F.O.B., USC's distribution center.  The current
       Maintenance Fees are specified in Exhibit "A".  USC may change the
       Maintenance Fees, in whole or in part, at any time upon 90 days'
       prior written notice to Distributor, subject to any binding
       commitment that USC has made to Distributor.

   c.  Currency and Place.  Distributor will pay all amounts due to USC
       pursuant to this Agreement in U.S. Dollars at USC's office in Dallas,
       Texas, U.S.A., or other place outside of the Territory that USC may
       designate.  All currency conversions required under this Agreement
       will be made at the official rate of exchange of purchases of U.S.
       dollars on the date of payment.  Any late payment will accrue
       interest at the lesser of (i) LIBOR rate quoted on the date that
       the payment became past due, plus 5%, and (ii) the maximum interest
       allowable under the laws of the Territory.  Distributor will pay any
       late payment charge upon remitting the principal amount to USC.

   d.  Method and Time.  Unless otherwise agreed on a case-by-case basis,
       Distributor will make payment of the price of the Products and
       reimbursable delivery costs on the earlier of (i) receipt by the
       distributor of its sublicense fee for such product from the customer
       or (ii) 90 days after the execution of a Software Agreement with such
       customer.  Distributor will make payment of renewal maintenance fees,
       upgrade fees and all other similar charges within 45 days after the
       date of renewal.  Distributor will make payment of technical support
       fees net 30 from the date of the invoice for such services.
       Distributor will make payment of minimum purchase requirements within
       30 days after the end of the period for which such charges are
       incurred.  Distributor will make all payments by certified or
       cashier's check or wire transfer and will bear all banking and
       similar charges incurred in connection with any of these payments.

   e.  Taxes.  All amounts payable by distributor to USC under this
       Agreement are exclusive of any tax, levy or similar governmental
       charge that may be assessed by any jurisdiction, whether based on
       gross revenue, the delivery, possession or use of the Products, the
       execution or performance of this Agreement or otherwise, except for
       net income, net worth or franchise taxes assessed on USC outside of
       the Territory.  If under the laws of the Territory, Distributor is
       required to withhold any tax on such payments, then Distributor shall
       remit to USC all such payments less such withholding taxes and will
       promptly furnish USC with the official receipt of payment of these
       taxes to the appropriate taxing authority.  Distributor will pay all
       other taxes, levies or similar governmental charges or provide USC
       with a certificate of exemption acceptable to the taxing authority.

   f.  Minimum Purchase Requirement.  Distributor further agrees to pay to
       USC, as a minimum guarantee against purchases of Products from USC,
       the following:  (i) $500,000 during the first twelve (12)  months of
       this Agreement; (ii) $375,000 during the first six (6) months of the
       second year of this Agreement; (iii) $375,000 during the second six
       (6) months of the second year of this Agreement; and (iv) $250,000
       during each contract quarter thereafter during any renewal period of
       this Agreement.  In the event that Distributor purchases less than
       the minimum guaranteed purchase requirement during any relevant
       period, Distributor shall elect to pay to USC either (i) the
       difference between the guaranteed amount and the amount of actual
       purchases during the relevant period, or (ii) an accommodation fee
       of thirteen percent (13%) of the difference between the guaranteed
       amount and the amount of actual purchases during the relevant period;
       if Distributor elects to pay the accommodation fee, the amount of the
       difference will be deferred until the next relevant period and added
       to the minimum purchase requirement for that period; however, in no
       event shall the total amount of deferrals, when added to the minimum
       purchase requirement for the relevant period, exceed $600,000, in
       which event Distributor shall pay to USC the amount that exceeds
       $600,000.  In the event that Distributor exceeds the minimum
       guaranteed purchase requirement during any relevant period, the
       amount of any such excess may be carried over and applied as a credit
       against the minimum guaranteed purchase requirement for the next
       relevant period.

  6. LIMITED WARRANTIES
     ------------------
   a.  Warranty.  USC warrants that the Products will (i) conform to USC's
       published products specifications in effect on the date of delivery
       and (ii) perform substantially as described in the accompanying
       Documentation after delivery for the applicable warranty period
       specified in Exhibit "A".  Distributor acknowledges that (i) the
       Products may not satisfy all of the customer's requirements and
       (ii) the use of the Products may not be uninterrupted or error-free.
       Distributor further acknowledges that (i) the prices and other
       charges contemplated under this Agreement are based on the limited
       warranty, disclaimer and limitation of liability specified in
       Sections 6, 7 and 8 and (ii) such charges would be substantially
       higher if any of these provisions were unenforceable.

   b.  Remedies.  In case of breach of warranty or any other duty related
       to the quality of the Products, USC will, at its option, correct or
       replace the defective Product.  If USC determines that a defective
       Product cannot be corrected or replaced within a reasonable period of
       time, Distributor may return the defective Product to USC in exchange
       for a refund of (i) the price that Distributor actually paid to USC
       for such Products, less depreciation based on a 5-year straight-line
       depreciation schedule, and (ii) a pro rata share of the 12-month
       maintenance fees that Distributor actually paid to USC for the period
       that such Product was not usable.

   c.  Limitation.  The warranties and remedies specified in this Section
       will not apply if the Products malfunctions due to extrinsic causes,
       such as (i) natural disasters, including fire, smoke, water,
       earthquakes or lightning, (ii) electrical power fluctuations or
       failures, (iii) the neglect or misuse of the Product or other failure
       to comply with instructions set forth in the Documentation, (iv) a
       correction or modification of the Product not provided by USC, (v)
       the failure to promptly install an Update, (vi) a malfunction of the
       customer's hardware equipment or (vii) the combination of the Product
       with other software not provided by USC.

   d.  Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND
       SECTION 7, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES
       AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR
       IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS
       BY USC OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY
       OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY
       OVERRIDDEN, EXCLUDED AND DISCLAIMED.

  7. INDEMNITY
     ---------
   a.  Indemnity.  If an action is bought against Distributor claiming that
       a Product infringes a patent or copyright within the Territory, USC
       will defend Distributor at USC's expense and, subject to this Section
       and Section 8, pay the damages and costs finally awarded against
       Distributor in the infringement action, but only if (i) the
       Distributor notifies USC promptly upon learning that the claim might
       be asserted, (ii) USC has sole control over the defense of the claim
       and any negotiation for its settlement or compromise and (iii) the
       Distributor takes no action that, in USC's judgment is contrary to
       USC's interest.

   b.  Alternative Remedy.  If a claim described in Paragraph 7(a) may be
       or has been asserted, Distributor will permit USC, at USC's option
       and expense, to (i) procure the right to continue using the Product,
       (ii) replace or modify the Product to eliminate the infringement
       while providing functionally equivalent performance or (iii) accept
       the return of the Product in exchange for a refund of the price that
       Distributor actually paid to USC for such Product, less depreciation
       based on a 5-year straight-line depreciation schedule, and a pro rata
       share of the 12-month maintenance fees that Distributor actually paid
       to USC for the then-current maintenance period of the Product.

   c.  Limitation.  USC will have no indemnity obligation to Distributor if
       the patent of copyright infringement claim results from (i) a
       correction or modification of the Product not provide by USC, (ii)
       the failure to promptly install and Update or (iii) the combination
       of the Product with other software not provided by USC.

  8. NO CONSEQUENTIAL DAMAGES
     ------------------------
    UNDER NO CIRCUMSTANCES WILL USC OR ITS RELATED PERSONS BE LIABLE FOR
    ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR
    LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF
    DISTRIBUTOR OR ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS
    FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS,
    INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR
    IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS
    OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE,
    STRICT LIABILITY OR TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF DEATH
    OR PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES
    SUCH LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH USC AND
    ITS RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE
    TOTAL AMOUNT ACTUALLY PAID TO USC BY DISTRIBUTOR FOR THE SPECIFIC
    PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.

  9. INFORMATION
     -----------
   a.  Confidentiality.  Distributor acknowledges that the Products
       incorporate confidential and proprietary information developed or
       acquired by or licensed to USC (the "Information").  Distributor
       will take all reasonable precautions necessary to safeguard the
       confidentiality of the information and (ii) those which USC may
       reasonably request from time to time.  Distributor will not allow the
       removal or defacement of any confidentiality or proprietary notice
       placed on the Products or other items of Information.  The placement
       of copyright notices on these items will not constitute publication
       or otherwise impair their confidential nature.

   b.  Ownership.  All patents, copyright, circuit layouts, trade secrets
       and other proprietary rights in or related to the Products are and
       will remain the exclusive property of USC or its licensors, whether
       or not specifically recognized or perfected under the laws of the
       Territory.  Distributor will not take any action that jeopardizes
       USC's or its licensors' proprietary rights or acquire any rights in
       the Products or Information, except the limited use rights specified
       in paragraph 9(c).  Unless otherwise agreed on a case-by-case basis,
       USC or its licensor will own all rights in any copy, translation,
       modification, adaptation or derivation of the Products or other items
       of Information, including any improvement or development thereof.
       Distributor will obtain, at USC's request, the execution of any
       instrument that may be appropriate to assign these rights to USC or
       its licensor or perfect these rights in USC's or its licensor's name.

   c.  Use.  Distributor will use the Products and other items of
       Information exclusively to perform its marketing and service
       activities pursuant to this Agreement.  Except as specifically
       contemplated in Paragraphs 3(b) and 3(f), Distributor will not copy
       the Products or other items of information without USC's specific
       approval.  Distributor will reproduce USC's or its licensors'
       confidentiality and proprietary notices on all such copies.  Except
       as otherwise agreed with USC in writing, Distributor will not
       translate, modify, adapt, decompile, disassemble or reverse engineer
       the Products.  Distributor will promptly notify USC if Distributor
       intends to create any shell or supplemental software that will be
       combined with the Products.  At USC's request, Distributor will
       provide USC with the specifications, flow charts, source and object
       code and other documentation for such programs.

   d.  Disclosure.  Distributor will not disclose, in whole or in part, the
       source or object code of the Products or any other item that USC
       designates as confidential to any person, except to (i) customers as
       and to the extent contemplated under an executed Software Agreement
       and (ii) those of Distributor's employees who require access to
       perform Distributor's obligations under this Agreement and who
       have first agreed to be bound by the terms and conditions of a
       confidentiality agreement with Distributor which requires a high
       level of confidentiality substantially equivalent to that reflected
       in the form attached as Exhibit "D" (the "Confidentiality
       Agreement").  Distributor will execute all such Confidentiality
       Agreements as principal on its own behalf and, exclusively to accept
       or otherwise perfect USC's right thereunder, as agent on behalf of
       USC.  At USC's request, Distributor will provide USC with copies of
       all Confidentiality Agreements.  In no event will Distributor amend
       or cancel any Confidentiality Agreement without USC's prior written
       approval.

   e.  Unauthorized Use or Disclosure.  Distributor acknowledges that any
       unauthorized use or disclosure of the Products or any other item of
       Information may cause irreparable damage to USC or its licensors.  If
       an unauthorized use or disclosure occurs, Distributor will promptly
       notify USC and take, at Distributor's expense, all steps which are
       necessary to recover the Product or Information and to prevent its
       subsequent unauthorized use or dissemination, including availing
       itself of actions for seizure and injunctive relief.  If Distributor
       fails to take these steps in a timely and adequate manner, USC may
       take them in its own Distributor's name and at Distributor's expense.

   f.  Limitation.  Distributor will have no confidentiality obligation
       with respect to any portion of the Information that (i) Distributor
       independently knew or developed before receiving the Products or
       Information from USC, (ii) Distributor lawfully obtained from a
       third party under no obligation of confidentiality or (iii) became
       available to the public other than as a result of an act or omission
       of Distributor or any of its employees or customers.  Under any of
       these circumstances, Distributor will notify USC at least 30 days
       before disclosing such portion of the Information to any other
       person.

  10. MARKS
      -----
   a.  Ownership.  All trademarks, service marks, trade names, logos or
       other words or symbols identifying the Products of USC's business
       (the "Marks") are and will remain the exclusive property of USC or
       its licensors, whether or not specifically recognized or perfected
       under the laws of the Territory.  Distributor will not take any
       action that jeopardizes USC's or its licensors' proprietary rights
       or acquire any right in the Marks, except the limited use rights
       specified in paragraph 10(b).  Distributor will not register,
       directly or indirectly, any trademark, service mark, trade name,
       copyright, company name or other proprietary or commercial right
       which is identical or confusingly similar to the Marks or which
       constitute translations thereof into the language(s) spoken within
       the Territory.  Upon USC's request, Distributor will execute the
       instruments that may be appropriate to register, maintain or renew
       the registration of the Marks in USC's or its licensor's name within
       the Territory.

   b.  Use.  Distributor will use the Marks exclusively to advertise and
       promote the Products within the Territory.  All advertisements and
       promotional materials will (i) clearly identify USC or its licensors
       as the owner of the Marks, (ii) conform to USC's then-current
       trademark and logo guidelines and (iii) otherwise comply with any
       local notice or marking requirement contemplated under the laws of
       the Territory.  Before publishing or disseminating any advertisement
       of promotional materials bearing a Mark, Distributor will deliver a
       sample of the advertisement or promotional materials to USC for prior
       written approval.  If USC notifies Distributor that the use of the
       Marks is inappropriate, Distributor will not publish or otherwise
       disseminate the advertisement or promotional materials until they
       have been modified to USC's satisfaction.

   c.  Infringements.  Distributor will immediately notify USC if
       Distributor learns (i) of any potential infringement of the Marks by
       a third party or (ii) that the use of the Marks within the Territory
       may infringe the proprietary rights of a third party.  USC will
       determine the steps to be taken under these circumstances.
       Distributor will (i) provide USC with the assistance that USC may
       reasonably request and (ii) take no steps on its own without USC's
       prior written approval.

  11. TERM AND TERMINATION
      --------------------
   a.  Term.  This Agreement will become effective, as of the date first
       set forth above, upon the later of (i) its execution by USC and
       Distributor and (ii) its approval, registration or filing in
       accordance with Paragraph 15(a), if applicable.  This Agreement will
       remain in effect thereafter for an initial period of 24 months,
       unless earlier terminated under Paragraph 11(c) or (d) ("Term").

   b.  Renewal.  Upon the expiration of a term specified in Paragraph
       11(a), this Agreement will be automatically renewed for successive
       periods of 12 months, subject to any governmental approval,
       registration, or filing requirement that may be applicable to such
       renewal, unless either party gives notice of non-renewal to the other
       party at least 60 days before the then-current expiration date, in
       which case this Agreement will terminate as of such expiration date.

   c.  Termination by USC.  USC will have just cause to terminate this
       Agreement immediately upon notice to Distributor or to refuse to
       renew this Agreement, without judicial or administrative notice or
       resolution, upon the occurrence of any termination event specified
       below or elsewhere in this Agreement.

      (1) Breach.  Distributor or any of its employees (i) breaches any
          obligation under Section 9 or (ii) breaches any other obligation
          under this Agreement and fails to cure the breach to USC's
          satisfaction within 30 days after USC demands its cure.

      (2) Normal Business.  Distributor ceases to conduct business in the
          normal course, becomes insolvent, enters into suspension of
          payments, moratorium, reorganization or bankruptcy, makes a
          general assignment for the benefit of creditors, admits in writing
          its inability to pay debts as they mature, suffers or permits the
          appointment of a receiver for its business or assets, or avails
          itself of or becomes subject to any other judicial or
          administrative proceeding that relates to insolvency or protection
          of creditors' rights.

      (3) Ownership or Control.  The direct or indirect ownership or
          control of Distributor that exists on the effective date of
          this Agreement changes in a manner that, in USC's judgment,
          may adversely affect USC's rights.

   d.  Termination by Distributor.  Distributor will have just cause to
       terminate this Agreement immediately upon notice to USC or to refuse
       to renew this Agreement, without judicial or administrative notice or
       resolution, upon the occurrence of any termination event specified
       below or elsewhere in this Agreement.

      (1) Breach.  USC or any of its employees breaches any obligation
          under this Agreement and fails to cure the breach to Distributor's
          satisfaction within 30 days after Distributor demands its cure.

      (2) Normal Business.  USC ceases to conduct business in the normal
          course, becomes insolvent, enters into suspension of payments,
          moratorium, reorganization or bankruptcy, makes a general
          assignment for the benefit of creditors, admits in writing its
          inability to pay debts as they mature, suffers or permits the
          appointment of a receiver for its business or assets, or
          avails itself of or becomes subject to any other judicial or
          administrative proceeding that relates to insolvency or protection
          of creditors rights.

  12. CONSEQUENCES OF TERMINATION
      ---------------------------
   a.  Termination Obligations.  Upon the expiration or termination of this
   Agreement, all rights granted to Distributor hereunder will immediately
   cease, and Distributor will (i) promptly comply with the termination
   obligations specified below and (ii) otherwise cooperate with USC to
   terminate relations in an orderly manner.

      (1) Payments.  Distributor will pay USC all due and outstanding
          amounts, as well as any amount that has not become due, the due
          date of which will be automatically accelerated to the date of
          expiration or termination of this Agreement.

     (2)  Products.  Distributor will purge from its computer systems,
          storage media and other files and, at USC's option, destroy or
          deliver to USC or its designee all Products within Distributor's
          possession or control, including the Demonstration Products and
          all source code of the Products.

     (3)  Materials.  Distributor will, at USC's option, destroy or deliver
          to USC or its designee all items within Distributor's possession
          or control that contain any Information or bear a Mark, except as
          otherwise contemplated under Paragraph 12(b).

     (4)  Software Agreements.  Distributor will, at USC's request, assign
          or perfect the assignment to USC or its designee of all Software
          Agreements executed with customers and notify these customers of
          such assignment.

     (5)  Affidavit.  Distributor will deliver to USC a notarized affidavit
          which certifies that Distributor has complied with all of its
          termination obligations contemplated under this Agreement.

    b. Maintenance Agreements.  Upon the expiration or termination of this
       agreement, Distributor will, at USC's request assign to USC or its
       designee, in whole or in part, the Maintenance Agreements then
       in effect with customers that USC may designate.  USC will pay
       Distributor the accrued and unpaid charges under these assigned
       Maintenance Agreements, but only if Distributor certifies that (i) it
       has performed the services to which the charges relate and (ii) the
       unpaid charges are collectable from the customers.  Distributor will
       refund such payment to USC or its designee if the customer fails
       to pay these charges within 90 days after the assignment of the
       Maintenance Agreement.  If USC elects not to accept a full assignment
       of all Maintenance Agreements, Distributor may retain the items of
       information that USC deems appropriate for use exclusively in
       fulfilling Distributor's existing obligations under the unassigned
       Maintenance Agreements.  Upon fulfilling these obligations,
       Distributor will, at USC's option, destroy or deliver such items to
       USC or its designee.

    c. Disclaimer.  Upon the expiration of this Agreement or its
       termination in accordance with Paragraph 11(c) or 11(d)(2),
       Distributor will not be entitled under local law or otherwise to
       receive any payment from USC, whether for actual, consequential,
       indirect, special or incidental damages, costs or expenses, whether
       foreseeable or unforeseeable (including, but not limited to, labor
       claims and loss of profits, investments or good will), any right to
       which Distributor hereby waives and disclaims.

    d. Survival.  The provisions of Sections 8, 9, 10, 12, 14, 16, 24, and
       25 will survive the expiration or termination of this Agreement.

  13. INSPECTION
      ----------
 During the Term of this Agreement and for 1 year after its expiration
 or termination, USC or its representatives may, upon prior notice to
 Distributor, inspect the agreements, business records, computer processors,
 equipment and facilities of Distributor during normal working hours to
 verify Distributor's compliance with this Agreement.  While conducting these
 inspections, USC and its representatives will be entitled to copy any item
 that Distributor may possess in violation of this Agreement.

  14. U.S.  EXPORT RESTRICTIONS
      -------------------------
 Distributor acknowledges that the Products and all related technical
 information, documents and materials are subject to export controls under
 the U.S. Export Administration Regulations.  Distributor will (i) comply
 strictly with all legal requirements established under these controls, (ii)
 cooperate fully with USC in any official or unofficial audit or inspection
 that relates to these controls and (iii) not export, re-export, divert,
 transfer or disclose, directly or indirectly, any Product or related
 technical information, document or material or direct products thereof to
 any of the following countries or to any national or resident thereof,
 unless Distributor has obtained the prior written authorization of USC and
 the U.S Commerce Department and any relevant local governmental authority:
 Afghanistan, Albania, Bulgaria, Cambodia, Cuba, Czech and Slovak Federative
 Republic, Iran, Iraq, Laos, Libya, Mongolia, North Korea, People's Republic
 of China, Poland, Romania, Syria, Vietnam and the jurisdiction that formerly
 comprise the Union of Soviet Socialist Republics (including Estonia, Latvia
 and Lithuania) and the South African Military and Police Authorities.  Upon
 notice to Distributor, USC may modify this list to conform to changes in the
 U.S. Export Control Regulations.

  15. COMPLIANCE WITH LAWS
      --------------------
    a. Local Compliance.  Distributor will, at its expense, obtain and
       maintain the governmental authorizations, registrations and fillings
       that may be required under the laws of the Territory to execute or
       perform this Agreement.  Distributor will otherwise comply with all
       laws, regulations and other legal requirements within the Territory
       that apply to this Agreement, including tax and foreign exchange
       legislation.  Distributor will promptly notify USC of any change in
       these laws, regulations or other legal requirements that may affect
       the importation of the Products or Distributor's performance of this
       Agreement.

    b. Unlawful Payments.  Distributor will not use any payment or other
       benefit derived from USC to offer, promise or pay any money, gift or
       any other thing of value to any person for the purpose of influencing
       official actions or decisions affecting this Agreement, while knowing
       or having reason to know that any portion of this money, gift or
       thing will, directly or indirectly, be given, offered or promised
       to (i) an employee, officer or other person acting in an official
       capacity for any government or its instrumentalities or (ii) any
       political party, party official or candidate for political office.

    c. Assurances.  Distributor will provide USC with the assurances and
       official documents that USC periodically may request to verify
       Distributor's compliance with this Section.

  16. INDEMNITY
      ---------
 Distributor will indemnify USC against any damage, loss, liability or
 expense (including lawyers' fees) that USC may incur (i) with respect to
 any negligent act or omission by, or willful misconduct of, Distributor's
 employees or agents or (ii) as a result of (a) any modification or amendment
 of the prescribed terms of the Software Agreement that USC did not
 specifically approve, (b) any warranty, condition, representation, indemnity
 or guarantee granted by Distributor or provided by law, with respect to the
 Products in addition to or in lieu of the limited warranties specified in
 Section 6,(c) any omission or inaccuracy in Distributor's advertisements
 and promotional materials that relate to the Products, (d) any modification
 of or addition to the Products not provided or approved by USC or (e)
 Distributor's failure to comply with Section 14 or Section 15.  This Section
 will not be construed to limit or exclude any other claims or remedies which
 USC may assert under this Agreement or by law.

  17. INDEPENDENT PARTIES
      -------------------
 USC and Distributor are independent parties.  Nothing in this Agreement
 will be construed to make Distributor an agent, employee, franchisee, joint
 venture, partner or legal representative of USC.  Except as otherwise
 provided in this Agreement, Distributor will neither have nor represent
 itself to have any authority to act on USC's behalf.

  18. FORCE MAJEURE
      -------------
 Neither party will be liable for any failure or delay in performing an
 obligation under this Agreement that is due to causes beyond its reasonable
 control, such as natural catastrophes, governmental acts or omissions, laws
 or regulations, labor strikes or difficulties, transportation stoppages or
 slowdowns or the inability to procure parts or materials.  These causes will
 not excuse Distributor from paying accrued amounts due to USC through any
 available lawful means acceptable to USC.  If any of these causes continue
 to prevent or delay performance for more than 180 days, USC may terminate
 this Agreement, effective immediately upon notice to Distributor.

  19. NOTICES
      -------
 Any notice, approval or other communication required or permitted under
 this Agreement will be given in writing and will be sent by telex, telefax,
 courier or registered airmail, postage prepaid to the address specified
 below or to any other address that may be designated by prior notice.  Any
 notice or other communication delivered by telex or telefax will be
 deemed to have been received on the day it is sent.  Any notice or other
 communication sent by courier will be deemed to have been received on the
 3rd day after its date of positing.  Any notice or other communication sent
 by registered airmail will be deemed to have been received on the 7th
 business day after its date of posting.

  If to USC :
  uniView Softgen Corporation
  17300 North Dallas Parkway
  Suite 2050, Dallas, Texas, USA 75248

  If to Distributor :
  Korea Computer, Inc.
  395-65 Shindaebang-Dong,
  Tongiak-Ku, Seoul, Korea 156-010

  20. ASSIGNMENT
      ----------
 Distributor may not assign, delegate, sub-contract or otherwise transfer
 this Agreement or any of its rights or obligations without USC's prior
 written approval.  Any attempt to do so without USC's approval will be void.
 USC may assign this Agreement or any of its rights or obligations upon
 notice to Distributor, (i) to a related company or (ii) to an unrelated
 company pursuant to a sale, merger or other consolidation of USC or any of
 its operating divisions.

  21. WAIVER, AMENDMENT, MODIFICATION
      -------------------------------
 Except as otherwise provided above, any waiver, amendment or other
 modification of this Agreement will not be effective unless in writing
 and signed by the party against whom enforcement is sought.

  22. SEVERABILITY
      ------------
  If any provision of this Agreement is held to be unenforceable, in whole
  or in part, such holding will not affect the validity of the other
  provisions of this Agreement, unless USC deems the unenforceable provision
  to be essential to this Agreement, in which case USC may terminate this
  Agreement, effective immediately upon notice to Distributor.

  23. INTERPRETATION
      --------------
 The terms that are defined in this Agreement nay be used in the singular
 or the plural, as the context requires.  "Days" means calendar days, unless
 otherwise specified.  "Person" means an individual, partnership, company,
 corporation or other legal entity, as the context requires.  "Section"
 means all provisions under the numerical heading.  "Paragraph" means all
 provisions under the alphabetical heading.  "Agreement" means this Agreement
 and all of its Exhibits.  Headings are intended only for reference purposes.

  24. GOVERNING LAW
      -------------
 This agreement will be governed by and interpreted in accordance with
 the laws of the State of Texas, U.S.A., excluding its conflict of law
 principles.  USC and Distributor exclude the United Nations Convention on
 Contracts for the International Sale of Goods from this Agreement and any
 transaction between them that may be implemented in connection with this
 Agreement.

  25. ENTIRE AGREEMENT
      ----------------
 This agreement and its Exhibits constitute the complete and entire
 statement of all terms, conditions and representations of the agreement
 between USC and Distributor with respect to its subject matter.

  26. NON-SOLICITATION
      ----------------
 During the Term of this Agreement and for a period of one (1) year
 thereafter, both parties agree not to hire, solicit, nor attempt to solicit
 the services of any employee or key subcontractor of the other party or
 affiliate of the other party without the prior written consent of that
 party.  If this provision is violated, the violating party shall pay the
 other party liquidated damages equal to one hundred fifty percent (150%) of
 the solicited person's annual compensation.

  27. COUNTERPARTS AND FASCSIMILE SIGNATURES
      --------------------------------------
   This Agreement may be executed in two or more counterparts, all of which
 when taken together shall be considered one and the same agreement and
 shall become effective when counterparts have been signed by each party and
 delivered to the other party, it being understood that both parties need not
 sign the same counterpart.  In the event that any signature is delivered
 by facsimile transmission or by facsimile signature, such signature shall
 create a valid and binding obligation of the party executing (or on whose
 behalf such signature is executed) the same with the same force and effect
 as if such facsimile signature page were an original thereof.

   IN WITNESS WHEREOF, USC and Distributor cause this Agreement to be
 executed by their duly authorized representatives identified below.

   UNIVIEW SOFTGEN CORPORATION               KOREA COMPUTER, INC.
   (USC)                                     (Distributor)
   By:    /s/ Carl H. Fricke                 By:    /s/ Kiyong Kim
   Name:  Carl H. Fricke                     Name:  Kiyong Kim
   Title: Executive Vice President           Title: President & CEO


</TEXT>
</DOCUMENT>
