                                                                   page 1

           
                   clX 2.2, The Clause Cross Referencer ("clX").
                             (Microsoft Word version)

                              Registration/Licensing 

                                 (PC DOS version)

          You may use clX  for a 30 day trial period, provided  you abide
          by  the terms  of  the license  agreement.   (During  the trial
          period,  you are  strongly advised  to  carefully evaluate  the
          Software's   capabilities  against   your  particular  drafting
          style.)  If  you continue  to use clX  after the  30 day  trial
          period, you are obligated to purchase a license.   

          Recipients of  clX must be informed,  in advance,  that any fee
          paid  to  acquire  clX  from  a  distributor  does not  relieve
          recipients of their obligation to purchase  a license from  the
          licensor  if they use  clX.  The PC  DOS files which constitute
          clX,  must be  distributed together,  including all  associated
          text  files  (.TXT).    clX  may  only  be  bundled  with other
          products with written permission from the Licensor.

          Upon payment  of the  licence fee,  you will receive  an up  to
          date copy of clX, future updates as they appear, and 12  months
          support.

          Please complete the  following and read the attached Terms  and
          Conditions.   Completion of and  signing this form  constitutes
          an  agreement  to  take  the Software  named  above  on License
          subject to the Terms and Conditions below.

          LICENSEE INFORMATION

          Licensee Name:     .........................................
          Licensee Contact:  .........................................
          License Telephone: ...........................
          Licensee Address:
               Street      ...........................................
               Suburb      ...........................................
               City        ...........................................
               Postcode/Zip     ............

          E-Mail Address(es):   ......................................

          Where did you  
          obtain your copy of clX ? ..................................

          Disk size:  5.25"/3.5" (cross out one) MS Word version ..... 

          clX LICENCE FEE:  $US 125.00 for one user.
          (or equivalent amount in other currencies)
          Refer to the scale below for volume pricing information.

          Number of Users: ..... Total Price: ...... (use scale below)





          clX, Licensing Agreement.                                page 2



                                 clX Registration,
                              Microsoft Word Version.

                                 Schedule of Fees

                                       -oOo-



          Note: Prices are in US dollars.


                   No     License 
                  Users     Fee
                  =====   =======

                     1     $125
                     2     $234
                     3     $338
                     4     $436
                     5     $530
                     6     $618
                     7     $701
                     8     $780
                     9     $855
                    10     $925
                    11     $991
                    12   $1,053
                    13   $1,110
                    14   $1,164
                    15   $1,213
                    16   $1,259
                    17   $1,301
                    18   $1,339
                    19   $1,373
                    20   $1,403
                    21   $1,430
                    22   $1,453
                    23   $1,473
                    24   $1,489
                    25+  $1,500


               The price for 25 or more users is $US 1,500.





          clX, Licensing Agreement.                                page 3


                                LICENSEE AGREEMENT
                                ==================

          I  have  read,  understood  and  agree  to  all  the  Terms and
          Conditions of this License Agreement as attached:

          Licensee Signature  .........................................

          Name and Title      .........................................

          Date                .........................................


                                   LICENSE FEES

          (The license  fee  is as  indicated  in  the schedule  of  fees
          above)


          NUMBER OF USERS :      .........

          TOTAL LICENSE FEE : $US......... 
          (Read  off  price  against number  of  users  in  the  Schedule
          above.)


          NOTE: Make cheques payable to :  "Generic Software Pty Ltd".
                Send cheques and signed agreement to :

                              Generic Software Pty Ltd,
                              26 Chalder Street,
                              Newtown, NSW, 2042,
                              AUSTRALIA.


                               TERMS and CONDITIONS
                               ====================

          THIS  LICENCE   AGREEMENT  IS  ENTERED   INTO  BETWEEN  GENERIC
          SOFTWARE PTY  LTD, ACN  054 834  196, A  COMPANY REGISTERED  IN
          AUSTRALIA, (HEREIN REFERRED  TO AS "LICENSOR") OF THE ONE  PART
          AND YOU, THE LICENSEE, ON THE OTHER.

          PLEASE READ THIS  DOCUMENT CAREFULLY BEFORE USING THE  LICENSOR
          SOFTWARE THE SUBJECT OF THIS LICENSE.

          BY  USING THE SOFTWARE, INCLUDING FOR TRIAL PURPOSES, YOU AGREE
          TO BECOME BOUND BY  THE TERMS OF THIS AGREEMENT, WHICH INCLUDES
          THE SOFTWARE LICENSE AND DISCLAIMER OF WARRANTY.

          THIS DOCUMENT CONSTITUTES A  LICENSE TO USE THE SOFTWARE ON THE
          TERMS AND CONDITIONS APPEARING BELOW.

          The  computer program  referred to  as "clX,  The Clause  Cross
          Referencer,    (Microsoft    Word   version)",    and   related





          clX, Licensing Agreement.                                page 4

          documentation and  materials (herein  collectively referred  to
          as "the Software") are licensed, not sold, to you  for use only
          upon the  terms  of  this license,  and  Licensor reserves  all
          rights not expressly granted to you.  

          1.   License.

               (a)  This License allows the  Software to be used by up to
                    the  number of users  in your  organisation indicated
                    at "NUMBER OF USERS", above.

               (b)  If at any  time you wish  to have more  users of  the
                    software  than indicated  at "NUMBER  OF USERS",  you
                    must  pay  Licensor  an  additional  amount  for  the
                    additional numbers  of users, this additional  amount
                    being the difference between the cost  for the number
                    of current users and the  cost for the new  number of
                    users  as set  under "clX  Registration,  Schedule of
                    Fees".

               (c)  No monies  are refundable by  Licensor if you  choose
                    to decrease the number of users.

               (d)  You  are  granted  a limited  license  to  distribute
                    copies of  the Software  for the trial use  of others
                    subject to the conditions described below.

                    (i)       The  PC  DOS files,  clx.exe,  clxovl1.exe,
                              clxovl2.exe,    clxovl3.exe,    clxman.txt,
                              clxintro.txt,   clxregis.txt,   clxupd.txt,
                              clxplans.txt    and    readme.txt,    which
                              constitute    the   Software,    must    be
                              distributed together.
              
                    (ii)      You  may   charge   a   nominal   fee   for
                              distribution   of   the  Software.      The
                              recipient   of   the   Software   must   be
                              informed,   in   advance,  that   any  such
                              nominal fee  paid to  acquire the  Software
                              does  not  relieve  the recipient  of their
                              obligation to  purchase a  license for  the
                              Software   if   the  recipient   uses   the
                              Software.

                    (iii)     the  Software  may  only  be  bundled  with
                              other  products  with   written  permission
                              from Licensor.

                    (f)  You may  also copy the Software for distribution
                         to  the  number   of  licensed  users  in   your
                         organisation,  if that  is necessary,  and  also
                         for the purposes of backup.

          2.   Restrictions.

               (a)  YOU  MAY  NOT  MODIFY,  ADAPT,  TRANSLATE, OR  CREATE





          clX, Licensing Agreement.                                page 5

                    DERIVATIVE WORKS BASED UPON THE SOFTWARE  OR ANY PART
                    THEREOF.

               (b)  The Software  contains trade secrets  and to  protect
                    them  you  may  not   decompile,  reverse   engineer,
                    disassemble or otherwise transform the Software  to a
                    humanly perceivable form.  You agree  not to divulge,
                    directly  or indirectly,  any such  trade secrets  to
                    any person.

          3.   Termination.

               This License is  effective until terminated.  The  License
               will terminate automatically  without notice from Licensor
               if you fail to  comply with any provision of this License.
               Upon termination of this license for any reason:

               (a)  you  shall have  no right to  refund of  the whole or
                    any part  of the license fees  or other amounts  paid
                    for this license and the Software  licensed hereunder
                    (except  in   the  circumstances  and  expressly   as
                    provided in Section 5 below); and

               (b)  you shall continue  to be bound by the provisions  of
                    Section 2 above.

               Termination  shall  be without  prejudice  to  any  rights
               Licensor  may  have   as  a  result  of  breach  of   this
               Agreement.

          4.   Limited Warranty.

               (a)  Licensor warrants the media in which  the software is
                    recorded and supplied to you as free from defects  in
                    materials  and faulty  workmanship  under  normal use
                    for  a period  of ninety (90)  days from  the date of
                    delivery.    During  this  warranty period,  Licensor
                    will,  at its  option,  repair  or replace,  free  of
                    charge,  defective media upon which  the software has
                    been  supplied (and if necessary restore the Software
                    thereon).

               (b)  For  twelve  months  from the  date  of  license  fee
                    receipt, Licensor  will examine  copies of  documents
                    supplied  in  Microsoft Word  format  from  Licensee,
                    which Licensee  asserts is  processed incorrectly  by
                    the  software.  Licensor will make reasonable efforts
                    to identify the  cause of  the problem, and supply  a
                    new version of  clX if this is practicable.  Licensor
                    may decide, and  has sole discretion to decide,  that
                    no resolution  of the problem  is possible, and  such
                    decision by Licensor will be final.  

               (c)  LICENSEE  UNDERSTANDS  AND  AGREES  THAT  BECAUSE  OF
                    AMBIGUITIES   AND   IRREGULARITIES  IN   THE  ENGLISH
                    LANGUAGE, AND IN  THE RANGE OF DRAFTING STYLES  WHICH





          clX, Licensing Agreement.                                page 6

                    MAY  BE  USED  BY  AUTHORS,  THE  EXTRACTION  OF  ALL
                    RELEVANT DATA  BY THE SOFTWARE  IS NOT GUARANTEED  TO
                    BE EITHER COMPLETE OR ACCURATE.  

          5.   Disclaimer of Warranty, Limitation of Remedies.

               TO  THE FULL  EXTENT  PERMITTED  BY LAW,  LICENSOR  HEREBY
               EXCLUDES ALL  CONDITIONS AND  WARRANTIES, WHETHER  IMPOSED
               BY  STATUTE  OR BY  OPERATION  OF  LAW  OR OTHERWISE,  NOT
               EXPRESSLY SET  OUT HEREIN.  THE  SOFTWARE IS PROVIDED  "AS
               IS"  WITHOUT WARRANTY  OF ANY  KIND EXCEPT AS  PROVIDED IN
               SECTION  4 ABOVE.  LICENSOR DOES NOT WARRANT, GUARANTEE OR
               MAKE  ANY  REPRESENTATIONS  REGARDING  THE  USE,   OR  THE
               RESULTS OF  THE USE, OF THE  SOFTWARE WITH  RESPECT TO ITS
               CORRECTNESS,   ACCURACY,   RELIABILITY,   CURRENTNESS   OR
               OTHERWISE.    THE  ENTIRE  RISK  AS  TO  THE  RESULTS  AND
               PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU.  

               EXCEPT  AS  SPECIFICALLY  SET FORTH  IN  THIS  SECTION  5,
               LICENSOR  MAKES  NO  EXPRESS  OR  IMPLIED   WARRANTIES  OR
               CONDITIONS  INCLUDING, WITHOUT  LIMITATION, THE WARRANTIES
               OF MERCHANTABILITY  OR FITNESS  FOR A PARTICULAR  PURPOSE,
               WITH  RESPECT  TO  THE  SOFTWARE.    NO  ORAL  OR  WRITTEN
               INFORMATION  OR  ADVICE GIVEN  BY  LICENSOR, ITS  DEALERS,
               DISTRIBUTORS, AGENTS OR EMPLOYEES  SHALL CREATE A WARRANTY
               OR  IN ANY  WAY INCREASE THE  SCOPE OF  THIS WARRANTY, AND
               YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

               IMPORTANT NOTE:  Nothing in this Agreement is  intended or
               shall   be  construed  as   excluding  or   modifying  any
               statutory  rights,  warranties  or  conditions  which  are
               applicable  to  this Agreement  or  the  Software supplied
               hereunder, and  which by virtue of  any national or  state
               Fair   trading,   Trade   Practices   or  other   consumer
               legislation may not be modified or  excluded. If permitted
               by  such legislation,  however, Licensor's  liability  for
               any breach of any  such warranty or condition shall be and
               is hereby limited to either:

               (a)  the  supply of  such part  of  the Software  licensed
                    hereunder again; or

               (b)  the correction of any  defect in any such part of the
                    Software licensed hereunder

               as Licensor  at its  sole discretion may  determine to  be
               necessary to correct the said breach.

               EXCEPT AS SET  OUT IN THIS  SECTION 5,  IN NO EVENT  SHALL
               LICENSOR BE LIABLE  FOR ANY SPECIAL, INCIDENTAL,  INDIRECT
               OR  CONSEQUENTIAL  DAMAGES (INCLUDING  WITHOUT LIMITATION,
               DAMAGES   FOR   LOSS   OF   BUSINESS   PROFITS,   BUSINESS
               INTERRUPTION,  AND   LOSS  OF   BUSINESS  INFORMATION   OR
               COMPUTER  PROGRAMS),  EVEN  IF  LICENSOR OR  ANY  LICENSOR
               REPRESENTATIVE  HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF
               SUCH DAMAGES.





          clX, Licensing Agreement.                                page 7

               Except as expressly set out in this  section 5, Licensor's
               maximum   liability  for   damages   arising   under  this
               Agreement  shall be  limited to  the license  fees paid by
               you for that  part of  the Software  supplied by  Licensor
               hereunder which caused the damages  or that is the subject
               matter  of, or  is directly related  to, the  cause of the
               action.

          6.   General.

               This  Agreement will  be construed  under the laws  of the
               state  of New  South Wales.   This  Agreement contains the
               entire Agreement between  the parties hereto with  respect
               to the  subject matter  hereof, and  supersedes all  prior
               agreements   and/or  understandings   (oral  or  written).
               Failure or  delay by  Licensor in  enforcing any right  or
               provision hereof  shall not  be  deemed a  waiver of  such
               provision or  right with  respect to  the  instant or  any
               subsequent breach.   If  any provision  of this  Agreement
               shall be held by a  court or competent jurisdiction  to be
               contrary to law,  that provision  will be enforced to  the
               maximum extent  permissible, and  the remaining provisions
               of this Agreement will remain in full force and effect.