EASEL CORPORATION IS WILLING TO LICENSE ITS SOFTWARE TO YOU ONLY ON THE 
CONDITION THAT YOU ACCEPT THE TERMS OF THE LICENSE AGREEMENT ENCLOSED 
WITH THE SOFTWARE. You may obtain a copy of the license agreement in 
advance by calling (617)221-2495.  If you do not agree to its terms, 
then Easel is unwilling to license the software to you and you should 
return the software within ten (10) days from shipment to the place from 
which it was acquired and your money will refunded.

	Easel warrants that its software if subject to Easel's standard 
warranty, will, for the period set forth therein, substantially perform 
as described in the accompanying documentation.  Your sole and exclusive 
remedy in the event of breach of this warranty will be that Easel will 
correct any defect reported in such software during the warranty period, 
providing it is reported to Easel in sufficient detail to enable Easel 
to reproduce the defect, or, in the event a correction cannot be 
reasonably achieved, Easel will refund the money you paid for such 
software.  EASEL MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS 
OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT 
BUT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR 
A PARTICULAR PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT.  IN NO EVENT 
WILL EASEL BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, OR ANY FORM 
OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF 
ANY KIND, (WHETHER OR NOT FORESEEABLE) EVEN IF EASEL HAS BEEN INFORMED 
IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL EASEL'S 
TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE.

LA SOCIT EASEL CORPORATION EST DISPOSE A VOUS ACCORDER UNE 
LICENCE POUR SON LOGICIEL A LA CONDITION EXPRESSE QUE VOUS ACCEPTIEZ 
LES CLAUSES D'ACCORD DE CETTE LICENCE, LAQUELLE ACCOMPAGNE LE 
LOGICIEL. Il est possible d'obtenir au pralable une copie de l'accord 
concernant cette licence en composant le (617) 221-2495. Si vous n'acceptez 
pas ces clauses, Easel n'est alors plus dispose  vous consentir cette 
licence et vous demande de retourner le logiciel au lieu d'achat, dans un 
dlai de dix (10) jours  compter de la date d'expdition et votre argent 
vous sera rembours.

	Pendant la priode indique ci-aprs, Easel certifie que son 
logiciel, s'il est couvert par la garantie standard d'Easel, offrira un 
rendement conforme, pour l'essentiel,  celui dcrit dans la documentation 
l'accompagnant. Votre recours unique et exclusif, dans l'ventualit du non 
respect de cette garantie, sera la correction, par Easel, de toute 
dfectuosit de logiciel signale durant la priode de garantie,  la 
condition que suffisamment de dtails soient fournis  Easel pour lui 
permettre de faire apparatre la dfectuosit, ou, si une correction ne peut 
pas tre raisonnablement obtenue, le remboursement par Easel des sommes payes 
pour l'achat dudit logiciel. EASEL N'OFFRE AUCUNE AUTRE GARANTIE DE QUELQUE 
NATURE QUE CE SOIT, EXPLICITE OU IMPLICITE, ET REJETTE FORMELLEMENT TOUTE 
GARANTIE DE CE TYPE, Y COMPRIS, MAIS SANS S'Y LIMITER, LES GARANTIES DE 
COMMERCIALISATION OU GARANTIES D'UTILISATION DU LOGICIEL POUR UN USAGE 
DTERMIN, AINSI QUE TOUTE GARANTIE CONCERNANT LES CONTREFAONS. EN AUCUN CAS 
EASEL NE POURRA TRE TENU RESPONSABLE ENVERS VOUS DE TOUTE PERTE DE PROFITS 
OU DE DONNES, NI DE TOUTE AUTRE FORME DE DOMMAGES SPCIAUX, ACCIDENTELS, 
INDIRECTS OU PUNITIFS (PRVISIBLES OU NON), MME SI EASEL A T INFORME 
AU PRALABLE DE LA POSSIBILIT DE SURVENUE DE CES DOMMAGES. LA RESPONSABILIT 
D'EASEL NE POURRA EN AUCUN CAS EXCDER LE MONTANT EFFECTIVEMENT PAY POUR 
L'ACQUISITION DU LOGICIEL.

Easel Corporation    25 Corporate Drive, Burlington, MA 01803 
617-221-2100	(v.2.5/93)

EASEL CORPORATION CLIENT SERVICES SOFTWARE LICENSE AGREEMENT

EASEL CORPORATION ("EASEL") IS WILLING TO LICENSE THE ENCLOSED CLIENT 
SERVICES SOFTWARE (THE "CLIENT SERVICES") ONLY UPON THE CONDITION THAT 
YOU ("LICENSEE") ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE 
AGREEMENT.  PLEASE READ THESE TERMS CAREFULLY BEFORE OPENING THE CLIENT 
SERVICES DISKETTE PACKAGE OR USING THE CLIENT SERVICES, AS OPENING THE 
PACKAGE OR USING THE CLIENT SERVICES WILL INDICATE YOUR AGREEMENT TO 
THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, THEN EASEL IS 
UNWILLING TO LICENSE THE CLIENT SERVICES TO YOU, IN WHICH EVENT YOU 
SHOULD RETURN THE SOFTWARE WITHIN TEN (10) DAYS FROM SHIPMENT TO THE 
PLACE FROM WHICH IT WAS ACQUIRED, AND YOUR MONEY WILL BE REFUNDED.

1.	Grant of Licenses.  Subject to the terms and conditions of this 
Agreement, Easel grants to Licensee the nonexclusive, nontransferable, 
perpetual license (i) to use internally, in executable form only, the 
Client Services as necessary to execute applications developed by 
Licensee ("Licensee Applications") with certain of Easel's development 
software and (ii) to make, if specifically authorized in writing by 
Easel, a limited number of copies for internal distribution of the 
Client Services, in executable form only, and the documentation supplied 
by Easel with the Client Services (the "Documentation"), provided that 
Licensee reproduces on any such copies all copyright and other 
proprietary rights notices (including the Restricted Rights Legend in 
Section 7 below) contained on the original copies.  "Client Services" 
refers to Easel's software (for which Easel charges a separate fee and 
which is separately licensed pursuant to this Agreement) that is 
necessary to execute compiled Licensee Applications developed using 
certain of Easel's development software.

2.	Restrictions.  Licensee has no right and agrees not to modify the 
Client Services, or to reverse engineer, disassemble, or decompile the 
same (except to the extent permitted by law), or to authorize or permit 
any third party to do any of the foregoing. Except as specifically 
authorized in writing by Easel, Licensee has no right and agrees not to 
copy the Client Services, other than to make a copy solely for archival 
or backup purposes, provided that Licensee reproduces on any such copy 
all copyright and other proprietary rights notices contained on the 
original copy.  Licensee has no right and agrees not to use, copy, or 
distribute the Client Services for any purpose other than the execution 
of Licensee Applications as permitted hereunder.  Licensee agrees not to 
distribute the Client Services outside the United States and Canada 
except as authorized by Easel in writing.  Licensee agrees to use the 
Client Services only on computers, terminals, or workstations for which 
Licensee has licensed single copies of the Client Services.  An 
additional license is required for each computer, terminal, or 
workstation from which the Client Services will be accessed, whether 
through a network or otherwise.

3.	Proprietary Rights.  Licensee shall not disclose the Client 
Services or Documentation to any third party other than its own 
employees or contractors under a confidentiality obligation with 
Licensee, and Licensee shall take all reasonable steps to prevent the 
unauthorized use, copying, or disclosure of the same.  Easel is and 
shall remain the sole and exclusive owner of all copies of the Client 
Services and Documentation.

4.	Delivery and Payment.  Licensee shall pay the total amount stated 
on the invoice for the license fees for the Client Services licensed 
hereunder within 30 days of the invoice date, or as otherwise agreed in 
writing between the parties.  Payments made for software licensed 
hereunder after their due date will incur interest at a rate equal to 
1.5 percent per month (18 percent per year) or the highest rate 
permitted by applicable law, whichever is lower.  Delivery of all items 
shall be F.O.B. Easel's plant.  Risk of loss shall pass to Licensee upon 
delivery.  With respect to all payments to be made by Licensee to Easel 
or its distributor hereunder, Licensee shall pay or remit all applicable 
withholding and local sales, use, goods and services taxes, customers 
duties, and charges, value added taxes and other statutory taxes and 
changes (collectively, Charges and Taxes), except for any taxes levied 
directly on the income of Easel or its distributor, and Licensee shall 
pay all shipping, handling, and other delivery costs. Licensee agrees to 
pay all such Charges and Taxes and provide evidence of such payment in 
writing to Easel or its distributor within 10 days of remittance.  
Customer hereby agrees to indemnify and hold Easel or its distributor 
harmless from any liability that may be imposed on Easel or its 
distributor with respect to such Charges and Taxes, including, without 
limitation, reasonable solicitor's fees.  Easel or its distributor shall 
provide reasonable cooperation to Licensee, including executing further 
documents which may be required, to assist Licensee to obtain such 
waivers as may be available with respect to the remittance of such 
Charges and Taxes.

5.	Limited Warranty and Exclusion of Warranties.  Easel warrants that 
the Client Services will, for the period set forth in Easel's standard 
warranty, substantially perform as described in the Documentation.  At 
no extra charge during the warranty period, Easel will correct any 
defect discovered in the Client Services, so that it will substantially 
perform as described in the Documentation, provided Licensee reports 
such defect during the warranty period in sufficient detail so as to 
enable Easel to reproduce and correct such defect.  In the event Easel 
is unable after reasonable efforts to correct any such defect as set 
forth above, then Easel may, in lieu of the remedy of correction or 
replacement of the Client Services, refund to Licensee any fees paid 
hereunder for such Client Services and Licensee shall return the Client 
Services to Easel.  The foregoing remedies shall be Licensee's sole and 
exclusive remedies for breach of the warranty contained in this Section 
and for any errors or other problems contained in or related to the 
Client Services.  The warranty set forth in this Section shall 
automatically be null and void with respect to any software that has 
been modified by any person or entity other than Easel, or with respect 
to which Licensee has refused to implement any correction, replacement, 
or modification supplied by Easel pursuant to Easel's warranty 
obligations hereunder. Except as set forth in this Section, EASEL MAKES 
NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND 
EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO 
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT.

6.	Limited Indemnity.  Easel will at its expense defend Licensee 
against and, subject to the limitations set forth elsewhere herein, pay 
all costs and damages made in settlement or awarded against Licensee 
resulting from, a claim that the Client Services as supplied by Easel 
infringes a United States or Canadian copyright or misappropriates a 
United States or Canadian trade secret, provided that Licensee (a) gives 
prompt written notice of any such claim, (b) allows Easel to direct the 
defense and settlement of the claim, and (c) provides Easel with the 
authority, information, and assistance that Easel deems reasonably 
necessary for the defense and settlement of the claim.  In any action 
based on such a claim, Easel may, at its sole option, either (1) obtain 
for Licensee the right to continue using the Client Services, (2) 
replace or modify the Client Services to avoid the claim, or (3) if 
neither (1) or (2) can be reasonably effected by Easel, terminate the 
licenses granted hereunder and refund Licensee the amount paid for such 
Client Services less a reasonable rental charge for the period during 
which Licensee has had use of the Client Services based upon a straight 
line depreciation calculation assuming a useful life of five (5) years.  
Notwithstanding the preceding sentences, Easel will have no liability 
for any infringement or misappropriation claim of any kind:  (1) to the 
extent it is based on modification of the Client Services, with or 
without authorization, or combination of the Client Services with 
non-Easel hardware or software, if the claim would have been avoided had 
the Development Software not been so modified or so combined; or (2) to 
the extent it results from failure of Licensee to use updated or 
modified software provided by Easel for avoiding such a claim.  THIS 
SECTION SETS FORTH THE ENTIRE LIABILITY OF EASEL AND THE SOLE REMEDIES 
OF LICENSEE WITH RESPECT TO INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT 
OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY KIND 
OF ANY THIRD PARTY IN CONNECTION WITH THE INSTALLATION, OPERATION, 
DESIGN, DISTRIBUTION, OR USE OF ANY SOFTWARE SUPPLIED BY EASEL.

7.	Predetermination of Rights in Data and Computer Software.  All 
software supplied by Easel and any associated documentation are provided 
to the government with restricted rights.

RESTRICTED RIGHTS LEGEND

Use, duplication, or disclosure by the Government is subject to restric-
tions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical 
Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs 
(c)(1) and (2) of the Commercial Computer Software -- Restricted Rights 
clause at 48 CFR 52.227-19, as applicable.
Easel Corporation, 25 Corporate Drive, Burlington, MA 01803 

8.	Limitations of Liability.  REGARDLESS WHETHER ANY REMEDY SET FORTH 
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT SHALL 
EASEL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR ANY FORM OF SPECIAL, 
INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND 
(WHETHER OR NOT FORESEEABLE), EVEN IF EASEL HAS BEEN INFORMED IN ADVANCE 
OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL EASEL'S TOTAL 
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, 
INCLUDING TORT, CONTRACT, STRICT LIABILITY, INDEMNITY, AND BREACH OF 
WARRANTY OR CONDITION, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR 
CLIENT SERVICES HEREUNDER.  Licensee agrees that the limitations of 
liability and disclaimers set forth herein will apply regardless of 
whether Licensee has accepted the software or any other product or 
service delivered hereunder.  The parties agree that the prices have 
been set and they have entered into this Agreement in reliance upon the 
disclaimers of liability set forth herein, that the same reflect an 
allocation of risk between the parties (including the risk that a 
contract remedy may fail of its essential purpose and cause 
consequential loss), and that the same form an essential basis of the 
bargain between the parties.

9.	Export Controls. Licensee agrees not to export or reexport or 
disclose to any 
one except a U.S. or Canadian national any product supplied by Easel or 
any part thereof or any direct product thereof directly or indirectly 
without first obtaining the required permits or licenses to do so from 
the U.S. Office of Export Administration and/or the Export and Import 
Permits Bureau of the Canadian Department of External Affairs and 
International Trade, and any other appropriate government agencies.  

10.	Termination.  Easel may terminate the licenses granted to Licensee 
hereunder and Easel's obligations to Licensee hereunder if Licensee has 
breached any of its obligations hereunder and has failed to remedy such 
breach within 30 days after notice from Easel.  Such termination shall 
not prejudice Easel's right to damages or any other remedy available at 
law or equity.  Within 30 days after termination of Licensee's license, 
Licensee will return to Easel or destroy the original and all copies, in 
whole or in part, in any form, of the Client Services and all 
enhancements and updates thereof, and certify to Easel in a writing 
executed by an officer of Licensee that it has done so.

11.	General.
	(a)	Injunctive Relief.  Licensee acknowledges and agrees that 
unauthorized use or disclosure of the Client Services or Documentation 
would cause irreparable harm to Easel that could not be compensated by 
monetary damages.  Accordingly, Licensee agrees that Easel will be 
entitled to injunctive and preliminary relief to remedy any actual or 
threatened unauthorized use or disclosure of the Client Services or 
Documentation.
	(b)	International Provisions.  The provisions of the United 
Nations Convention on Contracts for the International Sale of Goods will 
not apply to this Agreement. The original of this Agreement has been 
written in English, which shall be the official version of this 
Agreement for purposes of interpreting, performing, and enforcing this 
Agreement.  Licensee hereby waives any right it may have under any 
applicable law of any state or nation to have this Agreement written in 
any language other than English.  Licensee shall secure the approval of 
and register this Agreement with all government ministries or agencies 
of any type or level that are necessary for its enforceability, for 
remitting United States dollars to Easel, for technology transfer 
purposes, and any other required purpose.  Easel shall have no 
obligation to deliver the Client Services hereunder until all such 
approvals and registrations have been obtained.
	(c)	Disputes.  This Agreement will be governed by and construed 
according to the laws of the Commonwealth of Massachusetts and/or United 
States federal law without regard to or application of choice-of-law 
rules or principles.  The parties agree that any dispute arising out of 
or in connection with this Agreement shall be brought in the state or 
federal courts in Middlesex County, Massachusetts, and the parties 
hereby consent to the personal jurisdiction of such courts.  
Notwithstanding the foregoing sentence, Easel may bring an action or 
initiate other legal procedures against Licensee at Licensee's principal 
place of business, or such other place as the parties may mutually 
consent.  In the event of litigation, the prevailing party shall be 
entitled to recover its reasonable attorneys' fees and costs.
	(d)	Notice.  Any notices by Licensee to Easel related to this 
Agreement will be deemed given when delivered personally or sent by 
certified or pre-registered mail, return receipt requested, to Easel 
Corporation, 25 Corporate Drive, Burlington, MA 01803 or to another 
address as may be specified by Easel in writing.
	(e)	Miscellaneous.  This Agreement may not be assigned by 
Licensee without the prior written consent of Easel, and any attempt to 
assign without such consent shall be void.  If any part of this 
Agreement is found to be invalid by a court of competent jurisdiction, 
it shall be enforced to the maximum extent permitted by law and the 
remaining provisions shall remain in full force and effect.  No failure 
of Easel to exercise or enforce any of its rights under this Agreement 
will act as a waiver of such rights.  This Agreement may not be altered, 
modified, amended, changed, rescinded, or discharged in whole or in 
part, except by written agreement executed by both Licensee and Easel.  
No purchase order, invoice, or similar document will amend or supplement 
the terms of this Agreement, even if accepted or signed by the receiving 
party.  This Agreement constitutes the entire agreement between the 
parties with respect to the subject matter hereto, and, unless otherwise 
agreed by the parties in writing, all prior agreements, representations, 
and statements relating to the subject matter hereof are superseded 
hereby.

(v.2.5/93)


EASEL CORPORATION DEVELOPMENT SOFTWARE LICENSE AGREEMENT

EASEL CORPORATION ("EASEL") IS WILLING TO LICENSE THE ENCLOSED SOFTWARE 
ONLY UPON THE CONDITION THAT YOU ("LICENSEE") ACCEPT ALL OF THE TERMS 
CONTAINED IN THIS LICENSE AGREEMENT.  PLEASE READ THESE TERMS CAREFULLY 
BEFORE OPENING ANY DISKETTE PACKAGES, AS OPENING ANY SUCH PACKAGE WILL 
INDICATE YOUR AGREEMENT TO THESE TERMS.  IF YOU DO NOT AGREE TO THESE 
TERMS, THEN EASEL IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH 
EVENT YOU SHOULD RETURN THE SOFTWARE WITHIN TEN (10) DAYS FROM SHIPMENT 
TO THE PLACE FROM WHICH IT WAS ACQUIRED, AND YOUR MONEY WILL BE 
REFUNDED.

1.	Definitions.

	(a)	"Development Software" refers to the software acquired by 
Licensee hereunder for developing Licensee Applications including but 
not limited to the compilers, debuggers, editors, Executable Files, 
interpreters, memory management systems, program generators, Source 
Files, and other development tools, as applicable, as well as 
Enhancements and Error Corrections but not including the Sample 
Applications.
	(b)	"Documentation" refers to all user documentation supplied by 
Easel with the Development Software.
	(c)	"Enhancements" refers to any functional modifications, 
refinements, and improvements to the Development Software which Easel 
elects to incorporate into and make a part of the Development Software 
and for which Easel does not separately charge.  Easel reserves the 
right to determine which modifications, refinements, and improvements, 
if any, will constitute Enhancements.
	(d)	"Error Correction" refers to a modification to the 
Development Software that is intended to correct an error or defect 
diagnosed by Easel.
	(e)	"Executable Files" refers to the files supplied by Easel 
with the Development Software in object code form (including, if 
applicable, dynamic link libraries, the main executable file, and 
example applications) that may be incorporated into or referenced by the 
executable files produced by the Development Software.  Easel reserves 
the right to determine which files will constitute Executable Files.
	(f)	"Licensee Applications" refers to application programs and 
code developed by the Licensee using the Development Software.
	(g)	"Permitted Number of Computers" refers to the number of 
computers, terminals, or workstations for which Licensee has licensed 
single copies of the Development Software.  An additional license is 
required for each computer, terminal, or workstation from which the 
Development Software will be accessed, whether through a network or 
otherwise.  Licensee may increase the Permitted Number of Computers by 
paying Easel's then-standard fee(s).
	(h)	"Sample Applications" refers to unsupported sample code 
segments and utilities, in executable and/or source code form, supplied 
by Easel after Licensee has acquired the Development Software (i.e., 
supplied separately therefrom) or developed by Easel for Licensee that 
Easel makes available for illustrative purposes and for the development 
of Licensee Applications using the Development Software.
	(i)	"Source Files" refers to the files supplied by Easel with 
the Development Software in source code form (including, if applicable, 
class libraries and example applications) that may be incorporated into 
or referenced by the executable files produced by the Development 
Software.  Easel reserves the right to determine which files will 
constitute Source Files.

2.	Grant of Licenses.  Subject to the terms and conditions of this 
Agreement, Easel grants to Licensee the following nonexclusive, 
nontransferable, perpetual licenses:

	(a)	Development Software.  A license to use internally the 
Development Software licensed hereunder on the Permitted Number of 
Computers to develop Licensee Applications.
	(b)	Source Files and Sample Applications.  A license to use, 
copy, modify, and create derivative works based upon the Source Files 
and Sample Applications and to use same and any modifications or 
derivative works based thereon to create Licensee Applications using the 
Development Software.
	(c)	Licensee Applications.  A license to copy and distribute, in 
executable form only, Licensee Applications and any Source Files, 
Executable Files, and Sample Applications incorporated therein or 
referenced thereby, subject, however, to any other Software License 
Agreements required by Easel.

3.	Restrictions.  Licensee has no right and agrees not to modify the 
Development Software (other than the Source Files), or to reverse 
engineer, disassemble, or decompile the same (except to the extent 
permitted by law), or to authorize or permit any third party to do any 
of the foregoing.  Except as set forth elsewhere herein, Licensee has no 
right and agrees not to copy the Development Software, other than to 
make a copy solely for archival or backup purposes, provided that 
Licensee reproduces on any such copy all copyright and other proprietary 
rights notices contained on the original copy.  Licensee has no right to 
distribute the Source Files or Sample Applications in source code form, 
or to distribute the Development Software outside the United States and 
Canada (except as authorized by Easel in writing), or to authorize or 
permit any third party to do any of the foregoing.  Licensee has no 
right and agrees not to use the Development Software to develop Licensee 
Applications designed to compete with the Development Software (i.e., 
Licensee Applications intended for use as a development tool to develop 
software).  Licensee has no right and agrees not to copy or modify the 
Documentation.

4.	Proprietary Rights.  Licensee shall not disclose the Development 
Software, Source Files, Executable Files, Sample Applications, or 
Documentation to any person or third party other than its own employees 
or contractors under a confidentiality obligation with Licensee and 
shall take all reasonable steps to prevent the unauthorized use, 
copying, or disclosure of the same.  Easel shall be the sole and 
exclusive owner of all copies of the Development Software, Source Files, 
Executable Files, Sample Applications, Documentation, and any 
modifications to and derivative works of the Source Files and Sample 
Applications, whether made by Easel or by Licensee, and Licensee hereby 
irrevocably assigns all such rights to Easel.  Licensee shall be the 
sole and exclusive owner of any Licensee Applications that it creates 
using the Development Software, subject to Easel's rights in any Source 
Files, Executable Files, and Sample Applications or any other code of 
Easel incorporated therein.

5.	Delivery and Payment.  Licensee shall pay the total amount stated 
on the invoice for the license fees for the Development Software 
licensed hereunder within 30 days of the invoice date, or as otherwise 
agreed in writing between the parties. Payments made for software 
licensed hereunder after their due date will incur interest at a rate 
equal to 1.5 percent per month (18 percent per year) or the highest rate 
permitted by applicable law, whichever is lower.  Delivery of all items 
shall be F.O.B. Easel's plant.  Risk of loss shall pass to Licensee upon 
delivery.  With respect to all payments to be made by Licensee to Easel 
or its distributor hereunder, Licensee shall pay or remit all applicable 
withholding and local sales, use, goods and services taxes, customers 
duties, and charges, value added taxes and other statutory taxes and 
changes (collectively, Charges and Taxes), except for any taxes levied 
directly on the income of Easel or its distributor, and Licensee shall 
pay all shipping, handling, and other delivery costs. Licensee agrees to 
pay all such Charges and Taxes and provide evidence of such payment in 
writing to Easel or its distributor  within 10 days of remittance.  
Customer hereby agrees to indemnify and hold Easel or its distributor 
harmless from any liability that may be imposed on Easel or its 
distributor with respect to such Charges and Taxes, including, without 
limitation, reasonable solicitor's fees.  Easel or its distributor shall 
provide reasonable cooperation to Licensee, including executing further 
documents which may be required, to assist Licensee to obtain such 
waivers as may be available with respect to the remittance of such 
Charges and Taxes.

6.	Limited Warranty and Exclusion of Warranties.

	(a)	Limited Warranty on Development Software.  Easel warrants 
that the Development Software will, for the period set forth in Easel's 
standard warranty (the "Initial Maintenance Period"), substantially 
perform as described in the Documentation.  At no extra charge during 
the Initial Maintenance Period, Easel will correct any defect discovered 
in the Development Software, so that it will substantially perform as 
described in the Documentation, provided Licensee reports such defect 
during the Initial Maintenance Period in sufficient detail so as to 
enable Easel to reproduce and correct such defect.  In the event Easel 
is unable after reasonable efforts to correct any such defect as set 
forth above, then Easel may, in lieu of the remedy of correction or 
replacement of the Development Software, refund to Licensee any fees 
paid hereunder for such Development Software and Licensee shall return 
the Development Software to Easel.  The foregoing remedies shall be 
Licensee's sole and exclusive remedies for breach of the warranty 
contained in this Section and for any errors or other problems contained 
in or related to the Development Software.  The warranty set forth in 
this Section shall automatically be null and void with respect to any 
software that has been modified by any person or entity other than 
Easel, or with respect to which Licensee has refused to implement any 
correction, replacement, or modification supplied by Easel pursuant to 
Easel's warranty obligations hereunder.
	(b)	Disclaimer of Other Warranties.  EXCEPT AS EXPRESSLY SET 
FORTH IN SECTION 6(a) ABOVE, EASEL MAKES NO OTHER WARRANTIES OR 
CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY 
DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED 
WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT. THE SAMPLE APPLICATIONS 
ARE SUPPLIED BY EASEL "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR 
IMPLIED, AND EASEL HEREBY DISCLAIMS ALL SUCH WARRANTIES.  Licensee 
assumes all risk of use of the Sample Applications, and Easel has no 
obligation to support or maintain such Sample Applications or Licensee's 
use thereof.  Easel does not warrant or represent that use of any 
software delivered by Easel will be uninterrupted or error free.

7.	Maintenance and Professional Services.

	(a)	Maintenance.  In addition to the warranty services set forth 
in Section 6 above, Easel will, at no extra charge during the Initial 
Maintenance Period (except as provided in Section 7(c) below), supply 
Licensee with any Enhancements and Error Corrections that Easel may make 
generally available, and provide telephone support during normal 
business hours (E.S.T.) to counsel and advise Licensee on the use and 
maintenance of the Development Software.  Easel shall provide 
Enhancements and Error Corrections by, in its discretion, either 
supplying the necessary number of copies or supplying a master diskette 
from which Licensee may make the necessary number of copies.  Following 
the close of the Initial Maintenance Period, Licensee may elect to 
purchase ongoing maintenance services, which shall consist of an 
extension of the maintenance services described in this Section 7(a) 
("Ongoing Maintenance"), for additional annual periods.  The Ongoing 
Maintenance year runs from January 1 through December 31.  Upon 
expiration of the Initial Maintenance Period, Licensee will be invoiced 
a pro-rated amount of the then-current annual maintenance fee for 
maintenance coverage from the end of the Initial Maintenance Period to 
the end of the Ongoing Maintenance year in which the Initial Maintenance 
Period expires.  Licensee will be invoiced for Ongoing Maintenance at 
the then-current rate on or before the beginning of each maintenance 
year.  All charges for maintenance services shall be payable upon 
receipt of invoice.  To remain eligible for Initial Maintenance Period 
and Ongoing Maintenance services, Licensee must implement promptly all 
Error Corrections and Enhancements made available by Easel.  Should 
Licensee decide to resume maintenance after any termination thereof for 
any period, Licensee may be required to pay an additional charge to 
bring the Development Software up to date.  If during the Initial 
Maintenance Period or any Ongoing Maintenance period it is determined by 
Easel that a problem is due to modifications by Licensee or failure to 
comply with any maintenance terms and conditions, time and expenses 
associated with services rendered by Easel shall be billed to Licensee 
at Easel's then-current and applicable rates.
	(b)	Professional Services.  If Licensee has purchased consulting 
and training services ("Professional Services") in conjunction with the 
Development Software, in addition to the Initial Maintenance Period 
warranty and services, Easel, if requested by Licensee, shall supply to 
Licensee within 90 days the Professional Services.
	(c)	Expenses.  Any reasonable out-of-pocket expenses incurred by 
Easel for travel, subsistence, or deliveries in the course of rendering 
maintenance services or Professional Services shall be paid by Licensee.
	(d)	Additional Software.  Licensee agrees that any additional 
software or related services it purchases from Easel will be subject to 
the then-current version of this license agreement.

8.	Limited Indemnity.  Easel will at its expense defend Licensee 
against and, subject to the limitations set forth elsewhere herein, pay 
all costs and damages made in settlement or awarded against Licensee 
resulting from, a claim that the Development Software as supplied by 
Easel infringes a United States or Canadian copyright or misappropriates 
a United States or Canadian trade secret, provided that Licensee (a) 
gives prompt written notice of any such claim, (b) allows Easel to 
direct the defense and settlement of the claim, and (c) provides Easel 
with the authority, information, and assistance that Easel deems 
reasonably necessary for the defense and settlement of the claim.  In 
any action based on such a claim, Easel may, at its sole option, either 
(1) obtain for Licensee the right to continue using the Development 
Software, (2) replace or modify the Development Software to avoid the 
claim, or (3) if neither (1) nor (2) can be reasonably effected by 
Easel, terminate the licenses granted hereunder and refund Licensee the 
amount paid for such Development Software less a reasonable rental 
charge for the period during which Licensee has had use of the 
Development Software based upon a straight line depreciation calculation 
assuming a useful life of five (5) years.  Notwithstanding the preceding 
sentences, Easel will have no liability for any infringement or 
misappropriation claim of any kind:  (1) to the extent it is based on 
modification of the Development Software, with or without authorization, 
or combination of the Development Software with non-Easel hardware or 
software, if the claim would have been avoided had the Development 
Software not been so modified or so combined; or (2) to the extent it 
results from failure of Licensee to use updated or modified software 
provided by Easel for avoiding such a claim.  THE PROVISIONS OF THIS 
SECTION 8 SET FORTH THE ENTIRE LIABILITY OF EASEL AND THE SOLE REMEDIES 
OF LICENSEE WITH RESPECT TO INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT 
OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY KIND 
OF ANY THIRD PARTY IN CONNECTION WITH THE INSTALLATION, OPERATION, 
DESIGN, DISTRIBUTION, OR USE OF ANY SOFTWARE SUPPLIED BY EASEL.

9.	Predetermination of Rights in Data and Computer Software.
	(a)	Government Contracting Requirements.  Licensee agrees to 
ensure that each copy of Licensee Applications and the documentation 
therefor supplied to any unit or agency of the United States government, 
directly or indirectly, will have affixed to it the Restricted Rights 
Legend that appears in Section 9(b) of this Agreement (with Licensee's 
name and address substituted for Easel's), and Licensee agrees to ensure 
that:
		(i)	if Licensee Applications are supplied to the 
Department of Defense (DoD), the government agrees, in writing, that the 
Licensee Applications will be classified as "Commercial Computer 
Software" and that the government is acquiring only "restricted rights" 
in Licensee Applications and documentation therefor as that term is 
defined in the clause at DFARS 252.7013(c)(1)(ii), and
		(ii)	if Licensee Applications are supplied to any unit or 
agency of the United States government other than DoD, the government 
agrees, in writing, that the government's rights in Licensee 
Applications and the documentation therefor will be defined in 48 CFR 
52.227-19(c)(2).
	(b)	Government Restricted Rights.  All software supplied by 
Easel and the Documentation are provided to the government with 
restricted rights.

RESTRICTED RIGHTS LEGEND
Use, duplication, or disclosure by the Government is subject to restric-
tions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical 
Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs 
(c)(1) and (2) of the Commercial Computer Software -- Restricted Rights 
clause at 48 CFR 52.227-19, as applicable.
Easel Corporation, 25 Corporate Drive, Burlington, MA 01803

10.	Limitations of Liability.  REGARDLESS WHETHER ANY REMEDY SET FORTH 
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT SHALL 
EASEL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR ANY FORM OF SPECIAL, 
INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND 
(WHETHER OR NOT FORESEEABLE), EVEN IF EASEL HAS BEEN INFORMED IN ADVANCE 
OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL EASEL'S TOTAL 
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, 
INCLUDING TORT, CONTRACT, STRICT LIABILITY, INDEMNITY, AND BREACH OF 
WARRANTY OR CONDITION, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR 
DEVELOPMENT SOFTWARE HEREUNDER.  Licensee agrees that the limitations of 
liability and disclaimers set forth herein will apply regardless of 
whether Licensee has accepted the software or any other product or 
service delivered hereunder.  The parties agree that the prices have 
been set and they have entered into this Agreement in reliance upon the 
disclaimers of liability set forth herein, that the same reflect an 
allocation of risk between the parties (including the risk that a 
contract remedy may fail of its essential purpose and cause 
consequential loss), and that the same form an essential basis of the 
bargain between the parties.

11.	Export Control.  Licensee agrees not to export or reexport or 
disclose to any 
one except a U.S. or Canadian national any product supplied by Easel or 
any part thereof or any direct product thereof directly or indirectly 
without first obtaining the required permits or licenses to do so from 
the U.S. Office of Export Administration and/or the Export and Import 
Permits Bureau of the Canadian Department of External Affairs and 
International Trade, and any other appropriate government agencies.

12.	Termination.  Easel may terminate the licenses granted to Licensee 
hereunder and Easel's obligations to Licensee hereunder if Licensee has 
breached any of its obligations hereunder and has failed to remedy such 
breach within 30 days after notice from Easel.  Such termination shall 
not prejudice Easel's right to damages or any other remedy available at 
law or equity.  Within 30 days after termination of Licensee's license, 
Licensee will return to Easel or destroy the original and all copies, in 
whole or in part, in any form, of the Development Software, Source 
Files, Executable Files, Sample Applications, and Documentation, and all 
derivative works, Enhancements, and Error Corrections thereof, and 
certify to Easel in a writing executed by an officer of Licensee that it 
has done so.

13.	General.
	(a)	Injunctive Relief.  Licensee acknowledges and agrees that 
unauthorized use or disclosure of the Development Software, Source 
Files, Executable Files, Sample Applications, or Documentation would 
cause irreparable harm to Easel that could not be compensated by 
monetary damages.  Accordingly, Licensee agrees that Easel will be 
entitled to injunctive and preliminary relief to remedy any actual or 
threatened unauthorized use or disclosure of the Development Software, 
Source Files, Executable Files, Sample Applications, or Documentation.
	(b)	International Provisions.  The provisions of the United 
Nations Convention on Contracts for the International Sale of Goods will 
not apply to this Agreement.  The original of this Agreement has been 
written in English, which shall be the official version of this 
Agreement for purposes of interpreting, performing, and enforcing this 
Agreement.  Licensee hereby waives any right it may have under any 
applicable law of any state or nation to have this Agreement written in 
any language other than English.  Licensee shall secure the approval of 
and register this Agreement with all government ministries or agencies 
of any type or level that are necessary for its enforceability, for 
remitting United States dollars to Easel, for technology transfer 
purposes, and any other required purpose.  Easel shall have no 
obligation to deliver the Development Software hereunder until all such 
approvals and registrations have been obtained.
	(c)	Disputes.  This Agreement will be governed by and construed 
according to the laws of the Commonwealth of Massachusetts and/or United 
States federal law without regard to or application of choice-of-law 
rules or principles.  The parties agree that any dispute arising out of 
or in connection with this Agreement shall be brought in the state or 
federal courts in Middlesex County, Massachusetts, and the parties 
hereby consent to the personal jurisdiction of such courts.  
Notwithstanding the foregoing sentence, Easel may bring an action or 
initiate other legal procedures against Licensee at Licensee's principal 
place of business, or such other place as the parties may mutually 
consent.  In the event of litigation, the prevailing party shall be 
entitled to recover its reasonable attorneys' fees and costs.
	(d)	Notice.  Any notices by Licensee to Easel related to this 
Agreement will be deemed given when delivered personally or sent by 
certified or pre-registered mail, return receipt requested, to Easel 
Corporation, 25 Corporate Drive, Burlington, MA 01803 or to another 
address as may be specified by Easel in writing.
	(e)	Miscellaneous.  This Agreement may not be assigned by 
Licensee without the prior written consent of Easel, and any attempt to 
assign without such consent shall be void.  If any part of this 
Agreement is found to be invalid by a court of competent jurisdiction, 
it shall be enforced to the maximum extent permitted by law and the 
remaining provisions shall remain in full force and effect.  No failure 
of Easel to exercise or enforce any of its rights under this Agreement 
will act as a waiver of such rights.  This Agreement may not be altered, 
modified, amended, changed, rescinded, or discharged in whole or in 
part, except by written agreement executed by both Licensee and Easel.  
No purchase order, invoice, or similar document will amend or supplement 
the terms of this Agreement, even if accepted or signed by the receiving 
party.  This Agreement constitutes the entire agreement between the 
parties with respect to the subject matter hereto, and, unless otherwise 
agreed by the parties in writing, all prior agreements, representations, 
and statements relating to the subject matter hereof are superseded 
hereby.

(v.2.5/93)

