THIS IS THE LICENCE FOR THE REGISTERED USER VERSION.

                        SOFTWARE LICENCE



                       LICENCE AGREEMENT

Copyright 1997 McCallum Whyman Associates Limited trading as MWA Software


The  copyright in the software programs ("the Software") is owned
by  McCallum  Whyman Associates Limited trading as  MWA  Software
("MWA").  You may not load the Software into any computer or copy
it  without  the licence of MWA.  MWA offers you a  non-exclusive
non-transferable  licence to "Use" (as hereinafter  defined)  the
Software on the terms of this Licence.


LICENCE

This Licence entitles you to:

(a) load  the Software and use it only on a single computer (with
    a single input terminal) which is under your control;

(b) use  the object code and the source code form of the Software
    in  accordance  with  the provisions  of  Clause  2  of  this
    Licence.


1.  Acceptance

    The  terms  and conditions of this Licence are deemed  to  be
    accepted  by the parties upon despatch to you by MWA  of  the
    Software.

2.  Use

    For  the  purposes  of  this Licence  "Use"  shall  mean  and
    include:

(a) utilising  the whole or any part of the Software by  loading,
    transferring, copying or transmitting the same into or within
    the  single computer system for the processing of the  system
    instructions or statements contained in such Software;

(b) merging  the  whole  or any part of the Software  in  machine
    readable compiled binary form into another software program, 
    which you may then sell to third parties without payment of a
    royalty fee to MWA Software except when the proposed use is 
    explicitly precluded by this licence;

(c) you  making one back-up copy of the Software.  Any such  copy
    shall  in all respects be subject to the terms and conditions
    of this Licence.

    You are not permitted to:

(1) rent, lease, sub-licence, loan, copy (except as expressly 
    provided in this Agreement) the uncompiled source code;

(2) rent, lease, sub-licence, loan or otherwise sell a software
    product that includes all or part of this software when such
    a product is similar to or directly competitive with this 
    software.

3.  Payment and Despatch

3.1 Within 7 days of receipt by MWA of the registration form  and
    the required registration fee plus value added tax in cleared
    funds  MWA shall despatch one copy of the Software in  object
    code  form  to  you  together with the  source  code  of  the
    Software  in  machine readable form on a 3.5  inch  diskette.
    Time  shall  not  be of the essence.  A separate licence  fee  is
    payable if you wish to use the Software on more than a single
    computer.

4.  Your obligations

4.1 During the continuance of this Licence you shall ensure  that
    the  Software is used in a proper manner by competent trained
    employees  only,  or by persons under their supervision,  and
    co-operate with MWA and its personnel in the diagnosis of any
    error or defect in the Software.

5.  Property   and   confidentiality  in  the  licensed   program
    materials

5.1 The  Software including its source code contains confidential
    information  of MWA and all copyright trade marks  and  other
    intellectual property rights in the Software and  the  source
    code are the exclusive property of MWA.  Risk in the Software
    will  pass  to  you on despatch of the Software  pursuant  to
    Clause 3.1.

5.2 You shall not save where expressly provided in this Licence:

         5.2.1                   make more than one back-up  copy
         of the Software;
         5.2.2                   reverse compile, copy  or  adapt
         the  whole or any part of the Software for the  purposes
         of correcting errors in the Software;
         5.2.3                   save  solely  for  the  purposes
         expressly  permitted by and in accordance with s.296A(1)
         CDPA or s.50C(2) CDPA copy adapt or reverse compile  the
         whole or any part of the Software;
         5.2.4                   assign, transfer,  sell,  lease,
         rent,  charge  or  otherwise deal  in  or  encumber  the
         Software  (including any merged version of the Software)
         or use the Software (including any merged version of the
         Software) on behalf of any third party or make available
         the same to any third party; or
         5.2.5                  remove or alter any copyright  or
         other proprietary notice on any of the Software.

5.3 You shall:

         5.3.1                   keep  confidential the  Software
         and limit access to the same to those of your employees,
         agents  and sub-contractors who either have  a  need  to
         know or who are engaged in the Use of the Software;
         5.3.2                   maintain  an up-to-date  written
         record of the number of copies of the Software and their
         location and upon request forthwith produce such  record
         to MWA; and
         5.3.3                   notify  MWA immediately  if  the
         you become aware of any unauthorised use of the whole or
         any part of the Software by any third party; and
         5.3.4                    without   prejudice   to    the
         foregoing  take all such other steps as shall from  time
         to   time  be  necessary  to  protect  the  confidential
         information and intellectual property rights of  MWA  in
         the Software.

5.4 Without  prejudice to Clause 5.3 you shall  keep  the  source
    code of the Software strictly confidential and you shall  not
    disclose  the  whole or any part thereof to any  third  party
    without  MWA's prior written consent save and except to  your
    employees  who  are directly involved with the  Software  and
    have a specific need to know the information concerned.


6.  Warranty

6.1 The  express  terms  of  this Licence  are  in  lieu  of  all
    warranties,  conditions, undertakings, terms and  obligations
    implied  by  statute,  common law,  trade  usage,  course  of
    dealing or otherwise all of which are hereby excluded to  the
    fullest extent permitted by law.

6.2 MWA  does  not  warrant  that the  Software  will  meet  your
    requirements  or that the operation of the Software  will  be
    uninterrupted or error-free or that defects in  the  Software
    will  be  corrected.  You shall load and use the Software  at
    your  own risk and in no event will MWA be liable to you  for
    any  loss  or damage of any kind (except personal  injury  or
    death resulting from MWA's negligence) including lost profits
    or  consequential loss arising from your use of or  inability
    to  use  the  Software or from errors or deficiencies  in  it
    whether caused by negligence or otherwise.

6.3 Any  liability  of  MWA  pursuant to this  Licence  shall  be
    limited to the purchase price or registration fee paid.

7.  Termination

7.1 This Licence may be terminated by MWA forthwith:

          7.1.1                  if  you commit a breach  of  any
          term of this Licence and which (in the case of a breach
          capable  being  remedied) shall not have been  remedied
          within 14 days of a written request to remedy the same;
          or
          7.1.2                  if  you (being a company)  shall
          convene  a  meeting of its creditors or if  a  proposal
          shall be made for a voluntary arrangement within Part I
          of  the Insolvency Act 1986 or a proposal for any other
          composition scheme or arrangement with  (or  assignment
          for  the  benefit of) its creditors of if you shall  be
          unable  to pay its debts within the meaning of  section
          123 of the Insolvency Act 1986 or if a trustee receiver
          administrative receiver or similar officer is appointed
          in  respect  of  all or any part of  your  business  or
          assets  or  if a petition is presented or a meeting  is
          convened for the purpose of considering a resolution or
          other steps are taken for the winding up of you or  for
          the  making of an administration order (otherwise  than
          for the purpose of an amalgamation or reconstruction).
          7.1.3                    if   you   (being   a    firm,
          partnership  or individual) shall be dissolved,  or  in
          any  case shall commit an act of bankruptcy or  have  a
          receiving  order  against  him/it  or  shall  make   or
          negotiate  any  composition  or  arrangement  with   or
          assignment for the benefit of his/its creditors.

7.2 Any  termination of this Licence pursuant to  this  Clause  7
    shall  be  without prejudice to any other rights or  remedies
    MWA  may  be  entitled to hereunder or at law and  shall  not
    affect  any  accrued rights or liabilities  of  MWA  nor  the
    coming  into or continuance in force of any provision  hereof
    which is expressly or by implication intended to come into or
    continue in force on or after such termination.

7.3 Within 14 days of termination of the Licence you shall at the
    sole  option of MWA either return all copies of the  Software
    in its possession or control or destroy the same.

7.4 This  Licence  shall continue until terminated in  accordance
    with the provisions of Clause 7.1 above.


8.  General

8.1 The  waiver  by  MWA of a breach or default  of  any  of  the
    provisions of this Licence by you shall not be construed as a
    waiver  of  any  succeeding  breach  of  the  same  or  other
    provisions,  nor shall any delay or omission on the  part  of
    MWA  to  exercise  or avail itself of any  right,  power,  or
    privilege  that  it has or may have hereunder  operate  as  a
    waiver of any breach or default by you.

8.2 If  any provision of this Licence shall be found by any court
    or  administrative  body  of  competent  jurisdiction  to  be
    invalid  or  unenforceable the invalidity or unenforceability
    of  such  provision shall not affect the other provisions  of
    this   Licence  and  all  provisions  not  affected  by  such
    invalidity or unenforceability shall remain in full force and
    effect.

8.3 You shall not be entitled to assign the whole or any part  of
    its  rights  and  obligations  hereunder  without  the  prior
    written  consent of MWA.  MWA shall be entitled to assign  or
    sub-licence  the  whole  or  any  part  of  its  rights   and
    obligations hereunder to any third party.

8.4 Headings  to clauses in this Licence are for the  purpose  of
    information  and  identification  only  and  shall   not   be
    construed as forming part of this Licence.

8.5 This Licence shall be governed by and construed in accordance
    with  English law and the parties hereto agree to  submit  to
    the non-exclusive jurisdiction of the English courts.
