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                                       X R E F
                                  (formally C xref)
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                                     Version 3.2
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                  S I T E    L I C E N S E    I N F O R M A T I O N
                 ---------------------------------------------------





            What is a site license?  A site license is an inexpensive
            way for more than one person to legally use one copy of a
            program on more than one computer at a time.  Site licenses
            are designed for companies, offices or work groups where
            more than one person in the organization needs to use a
            product, but does not need additional manuals or disks.
            Site licensing enables companies, departments, government
            agencies, etc., to equip their personnel with the tools they
            need at a minimal cost.

            Here's the gist of how it works:  The company purchasing a
            site license (the licensee) provides a single point of
            contact for shipping, technical support, upgrades, etc., and
            we (the licensor) provide a "golden master" of the
            diskettes, manual, and any other parts of the package.

            The following chart gives a breakdown of the cost of site
            licensing and how much you save per site licensed.  For
            instance, if you purchased a site license for 11 users
            (sites) your cost would be $164.67, which saves you $109.78
            of the cost of 11 separate purchases.  The more sites you
            license, the more you save.













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            Quantity   Discount     Price Per    Savings
                                      Unit       Per Unit

             5-9          30%        $24.47       $10.48
            10-29         40%        $20.97       $13.98
            30-49         50%        $17.48       $17.47
            49+           Please contact DA Software

            These days the world seems to be run by attorneys, so of
            course they want to get involved in everything.  The
            following legalese document is the complete license
            agreement.  Simply print it, fill it out, sign under
            LICENSEE, enclose a check or money order for the correct
            amount, and mail it to:

            DA Software                Voice:  (810) 736-0239
            3717 Aldon Lane       CompuServe:  71573.616
            Flint, MI 48506         Internet:  71573.616@compuserve.com
            U.S.A.

            Upon receipt of the completed, signed form, and a check or
            money order for the correct amount, we will send you the
            required "golden masters" and a copy of the license
            agreement with an authorized signature under LICENSOR.

            If you have any questions, or if you need site license
            information for more than 49 sites, please call our offices
            at (810) 736-0239.  Thank you!

            NOTE:  This software is also marketed as Shareware, but this
            license has no relation to the Shareware version.

            All of the following pages are part of the actual site
            license agreement:






















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            --------------END USER SITE LICENSE AGREEMENT--------------

            DA Software (LICENSOR) grants to:

            __________________________________________________________

            __________________________________________________________
            (Licensee), and Licensee accepts, a license to use the
            licensed program in accordance with the terms and conditions
            contained in this agreement.

            1.0 DEFINITIONS
                 1.1 "Licensed program" means the object code version of
            the program listed in Exhibit 1 and related program user
            documentation.  No rights to the source code versions of the
            licensed program are granted by this license.

                 1.2 "Object code" means any instruction or set of
            instructions in machine executable form.

                 1.3 "User documentation" means any standard manuals or
            other related materials used for user instruction or
            reference in use of the licensed program.

                 1.4 "Use" means copying of any portion of the licensed
            program from a storage unit or media into the designated
            equipment and execution of the licensed program on the
            equipment.

            2.0 LICENSE GRANT
                 2.1 Licensee is granted a nontransferable, non-
            exclusive right to use the number of copies of the licensed
            program indicated on Exhibit 1 for Licensee's internal use.
            LICENSOR (DA Software) will deliver one copy of the licensed
            program to Licensee.  Licensee may make additional copies of
            the licensed program, up to the number of copies licensed
            herein, provided that each copy of the program contains DA
            Software's copyright notice and any other proprietary
            legends, including legends under the Federal Acquisition
            Regulations (FAR), if any, contained on the delivered copy.

                 2.2 Each copy of the licensed program provided under
            this license may be used on only one computer at any one
            time.  If used on a network system, each terminal user is
            automatically considered to be using a distinct copy of the
            licensed program whether or not he is actually using it.

                 2.3 Licensee shall not use, copy, rent, lease, sell,
            modify, decompile, disassemble, otherwise reverse engineer,
            or transfer the licensed program except as provided in this
            agreement.  Any such unauthorized use shall result in
            immediate and automatic termination of this license.




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            3.0 TERMS
                 3.2 This license is effective until terminated.
            Licensee may terminate it at any time by destroying the
            licensed program and all copies of it and notifying DA
            Software in writing.  This license will also terminate as
            otherwise provided in this agreement.  On termination,
            Licensee shall return all materials not destroyed to DA
            Software together with a written verification that the
            remaining materials have been destroyed.

            4.0 PAYMENT
                 4.1 The fee for this license is set forth in Exhibit 1,
            payable as set forth.

            5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
                 5.1 The licensed program is licensed, not sold.
            Nothing in this agreement shall be construed as conveying
            title in the licensed program to Licensee.

                 5.2 Licensee understands and agrees that the source
            code for the licensed program and all documentation related
            thereto constitute the valuable properties and trade secrets
            of DA Software, owner of the copyright to the licensed
            program, embodying substantial creative efforts which are
            secret, confidential, and not generally known by the public,
            and which secure to DA Software a competitive advantage.

                 5.3 Licensee agrees during the term of this license,
            and thereafter, to hold the licensed program, including any
            copies thereof and any documentation related thereto, in
            strict confidence and to not permit any person or entity to
            obtain access to it except as required for Licensee's own
            internal use hereunder.

                 5.4 Licensee shall inform DA Software promptly and in
            writing of any actual or suspected unauthorized use or
            disclosure of the licensed programs or documentation related
            thereto.

                 5.5 The obligations under this paragraph shall survive
            the termination or rescission of this agreement.















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            6.0 LIMITED WARRANTY
                 6.1 DA Software warrants that for a period of ninety
            days from the date of delivery of the licensed program, the
            program, if unmodified by the Licensee, will perform in
            substantial conformity with the user documentation.  DA
            Software does not warrant that the licensed program is free
            from coding errors.  Any program problems reported to DA
            Software during the warranty period and determined by DA
            Software to be actual coding errors will be corrected by DA
            Software within a reasonable time.  Any modifications to the
            licensed program shall thereafter be licensed AS IS.

                 6.2 The above warranty does not apply to the extent
            that any failure of the licensed program to perform as
            warranted is caused by the licensed program being (1) not
            used in accordance with the user documentation, or (2)
            modified by any person other than authorized DA Software
            personnel.

                 6.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER
            WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING
            WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND/OR
            FITNESS FOR A PARTICULAR PURPOSE.

            7.0 LIMITATION OF LIABILITY
                 7.1 The total liability of DA Software or its suppliers
            for any claim or damage arising out of the use of the
            licensed program or otherwise related to this license shall
            be limited to direct damages which shall not exceed the
            license fee(s) which have been paid by Licensee to DA
            Software for the specific client project which is the
            subject of such claim or damage.

                 7.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE
            FOR ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST
            SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
            OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM,
            EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
            DAMAGES.

















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            8.0 TERMINATION.  THIS LICENSE MAY BE TERMINATED BY DA
            Software IF:

                 8.1 Licensee fails to comply with any material term or
            condition of this agreement and Licensee fails to cure such
            failure within fifteen days after notices of such failure by
            DA Software; and

                 8.2 Licensee's normal business operations are disrupted
            or discontinued for more than thirty days by reason of
            insolvency, bankruptcy, receivership, or business
            termination.

            9.0 GENERAL TERMS
                 9.1 Neither this agreement nor any rights or
            obligations hereunder shall be assigned or otherwise
            transferred by Licensee without prior written consent of DA
            Software, which consent will not be unreasonably withheld.
            DA Software may assign this agreement entirely in its
            discretion upon the express written assumption of the
            obligations hereunder by the assignee.

                 9.2 This agreement shall be interpreted and enforced in
            accordance with and shall be governed by the laws of the
            State of Michigan applicable to contracts between residents.
            No suit for enforcement of or for a declaration of rights
            between the parties to this agreement shall be commenced in
            any court other than the Municipal or County Court in and
            for Genesee County, State of Michigan, or in the United
            States District Court, Genesee Division, of the State of
            Michigan.

                 9.3 Any controversy or claim arising out of or relating
            to this agreement or the breach thereof shall be settled by
            arbitration in accordance with the commercial rules of the
            American Arbitration Association, using an arbitrator with
            knowledge of computers and software, and judgment upon the
            award rendered by the arbitrator(s) may be entered in any
            court having jurisdiction thereof.  No arbitration or other
            action arising out of any claimed breach of this agreement
            or transactions under this agreement may be demanded by
            either party more than one year after the cause of action
            accrued.  The prevailing party in any such action related to
            or arising under this agreement shall be entitled to
            reasonable attorneys' fees.  This provision shall not apply
            to any action or proceeding for injunctive relief.

                 9.4 This agreement and its exhibits contain the entire
            agreement between the parties hereto, superseding all
            previous agreements, representations, understandings and
            negotiations. This agreement may not be amended other than
            by writing signed by an authorized representative of the
            parties.



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                 9.5 If any terms or provisions of this agreement shall
            be found to be illegal or unenforceable then,
            notwithstanding, this agreement shall remain in full force
            and effect and such term or provision shall be deemed
            stricken.

                 9.6 No amendment of this agreement shall be effective
            unless it is in writing and signed by duly authorized
            representatives or both parties.  No term or provision
            hereof shall be deemed waived and no breach excused unless
            such waiver or consent shall be in writing and signed by the
            party claimed to have waived or consented.  Any consent by
            any party to or waiver of a breach by the other, whether
            express or implied, shall not constitute a consent to,
            waiver of or excuse for any other, different or subsequent
            breach.

                 9.7 This agreement shall be binding on and shall inure
            to the benefit of the heirs, executors, administrators,
            successors and assigns of the parties hereto, but nothing in
            this paragraph shall be construed as a consent to any
            assignment of this agreement by either party except as
            provided herein above.

                 9.8 Timely payment is of the essence of this agreement.

                 9.9 This agreement may be signed in counterparts.





























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            Effective this _______ day of ____________________, 19____.
                        LICENSEE                          LICENSOR

            _____________________________   ____________________________
            Authorized Representative          Authorized Representative

            Typed name

            _______________________________         DA Software

            Title__________________________

            Address________________________         3717 Aldon Lane

            _______________________________         Flint, MI 48506

            _______________________________

            _______________________________

                                      EXHIBIT 1
                                  Licensed Program
                                  Xref, Version 3.2

                        NUMBER OF USERS LICENSE FEE PER USER
                            5-9                   $17.47
                           10-29                  $14.97
                           30-49                  $12.48
                           49+              Please contact DA Software

            The above prices include one copy of the Retail Version of
            the Xref.  Licensee may make additional copies, up to the
            number of copies licensed.  DA Software can supply multiple
            copies of the distribution diskettes at an additional cost
            of $5.00 per copy.

                Total number of copies being licensed: _______

              Number of distribution diskettes needed: _______

                                Total amount remitted: $______














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