PROCOMP LICENSE AGREEMENT

This is a copyrighted software product developed and marketed by
PROCOMP USA, INC., 6777 Engle Road, Cleveland, OH 44130. Phone: 216-234-NETS.
PROCOMP is an MT company. Copyright (c) 1989-1991. All rights reserved.
worldwide.

PROCOMP grants you a License only, and expressly retains title to the Software
and each component thereof. You may use the Software only on the single
computer system unit ("Unit") on which you first use the Software.

You may copy the Software for backup purposes and for merging the software
with other software as expressly permitted herein, only for use on that Unit.
Each copy must contain the same copyright and other proprietary notices that
are included in the Software.

You may use the Software temporarily on another Unit should the original Unit
malfunction.

You may transfer this License and the Software with the Unit on which the
Software was first used to a third party provided the third party agrees
to all terms of this Agreement, you notify PROCOMP of the name and address
of the third party and serial number of the Software, and you do not retain
any copies of the Software.

The License Agreement and the license granted are effective until
terminated.  The License Agreement and licenses will, at PROCOMP's option,
automatically terminate without notice upon any failure by you to comply with
any term of condition of this License Agreement.  Upon termination of the
License Agreement and license, you agree to either return all of the Software
and all copies, in any form, or at PROCOMP's election, destroy the Software
and such copies.

LIMITED WARRANTY

The Software is warranted only to operate as stated in the applicable PROCOMP
User's Guide.  PROCOMP does not warrant that the Software will meet your
particular needs or that its operation will be uninterrupted or error-free.

PROCOMP DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES, WHETHER ORAL
OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OR
MERCHANTABILITY AND FITNESS FOR PURPOSE.

YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE OR THE OPERATION
OF IT WILL BE THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE DISKETTE OR, AT
PROCOMP'S ELECTION, REFUND OF THE LICENSE FEE YOU PAID.  TO OBTAIN THIS
REMEDY, YOU MUST RETURN THE DEFECTIVE DISKETTE TO THE ADDRESS SET FORTH ABOVE
WITHIN 90 DAYS AFTER YOU PURCHASED IT.  PROCOMP WILL IN NO EVENT BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, OR FOR ANY OTHER
DAMAGES IN EXCESS OF THE LICENSE FEE PAID, WHETHER CLAIMED UNDER CONTRACT,
TORT OR ANY OTHER LEGAL THEORY.

The foregoing statement of remedies gives you specific legal rights and you
may also have other rights that vary from state to state.  Some states do not
allow exclusion of implied warranties or of liability for incidental and
consequential damages, so the foregoing exclusions may not apply to you.  The
statement of remedy made herein shall be enlarged to the extent, but only to
the extent, necessary to avoid a violation of applicable law.