LICENSE AGREEMENT

Subject to the licenses expressly granted below, you obtain no
rights, title or other interests in or to the enclosed
software or related documentation, including any copyright,
patent, trade secret, trademark or other proprietary rights
therein. All copies of the enclosed software, in whole, or in
part remain the intellectual property of ITS Systems.

THIS LICENSE AGREEMENT (the "Agreement") is hereby entered
into between ITS Systems, 14665 Fitzgerald Avenue N., Hugo,
Minnesota 55038 (the "Licensor") and the party executing this
Agreement ("You") on the following terms and conditions:

1.   Licensed Program.  This is a license agreement between
     You and Licensor with respect to program contained herin,
     the accompanying  Documentation and any fixes, releases,
     upgrades, new versions or enhancements  that  may
     subsequently be issued to You (the "Licensed Program").

2.   Certain Preliminary Uses.  The Licensed Program is
     distributed to You on media described in the Documentation.
     Your receipt of any dual media, such as 3.5 and 5.25 inch
     diskettes and/or CD-ROM, does not enlarge Your license rights
     or permit You to make an extra copy available to an unlicensed
     third party. You will need to install the Licensed Program
     on properly configured and compatible computer according to
     the Documentation. You will also need to ensure that all
     required data is in proper format and no other software
     or equipment having an adverse impact on the Licensed Program
     are present.

3.   Licensed Operating Environment.

     (a)  Operating Environment.  Once You have completed activities
     described in Section 2 ("Certain Preliminary Uses") and provided
     You pay the applicable License Fees described or referenced in
     Section 7 ("Price & Payment") when due, You will be deemed to
     be granted one (1) non-exclusive operations license(s) for the
     Licensed Program, in each  case to install, store, load, execute
     and display (collectively, "Use") the Licensed Program on one (1)
     CPU of the class described in the Documentation (the "Licensed
     Operating Environment"). The Licensed Program is provided only
     in machine-readable object code form. The licensed CPU need
     not be registered by serial number with Licensor.

4.   Permitted Uses.

     Your Authorized Operators may Use the Licensed Program in the
     Licensed Operating Environment strictly for Your internal
     operations and to process Your own data.

5.   Reservation of Rights.

     (a)  Rights to Licensed Program.  Upon payment of the applicable
     License Fees when due, You will own the diskettes or other
     physical media on which the Licensed Program is recorded.
     You will not, however, own any of the intellectual property
     rights in the Licensed Program, or its documentation, whether
     written, electronic or otherwise, which at all times will remain
     the exclusive property of Licensor or other owner identified in
     the Documentation. Instead, You obtain a limited license to
     Use the Licensed Program in object code form. You agree not to
     disassemble, decompile or reverse engineer the Licensed
     Program. You also agree that any information obtained in
     violation of this restriction will be confidential information
     automatically and irrevocably deemed assigned to and owned
     exclusively by the owner of the Licensed Program. You will at
     all times use due diligence to safeguard and protect all such
     confidential and proprietary information pertaining to the
     Licensed Program. You will ensure that all marks, notices or
     legends pertaining to the origin, identity or ownership of the
     Licensed Program remain intact and clearly legible.

     (b)  All Other Rights Reserved.  Except as expressly
     granted to You under another provision of this Agreement,
     Licensor reserves to itself and prohibits You (directly or
     indirectly, in whole or in part) from loaning, renting,
     leasing, sublicensing or otherwise distributing or operating
     the Licensed Program to or for the benefit of any third party,
     and from altering, adapting, translating or preparing any
     derivative work of the Licensed Program. The foregoing
     limitation does not prohibit You from making a copy of the
     Licensed Program for archival purposes or as an essential step
     in making Permitted Uses of the Licensed Program in the
     Licensed Operating Environment.

6.   Product Support.

     You may receive the following Product Support for so long
     as Licensor generally offers to the public Service and Updates
     for the Licensed Program. Such service may be revised and
     or withdrawn at any point at the sole discretion of the
     Licensor without any notice to You.

     (a)  Service.  You may obtain assistance for error correction
     and advice on the use and operation of the most current version
     of the Licensed Program You are authorized to use, through the
     Licensor's telephone service operated during Licensor's published
     business hours. This Service is provided at no additional charge,
     other than the toll which may be incurred for the telephone call.
     You will need to provide sufficient information for Licensor
     to replicate and diagnose the reported problem. If appropriate,
     Licensor shall be provided reasonable access to the Licensed
     Program via remote dial-in contact, subject to Your approval
     and normal security requirements. There is absolutely no guarantee,
     expressed or implied, in terms of the response or length of time
     that You may be required to wait for Service.

     (b)  Updates. You may obtain copies of each revision or
     "Update" to the Licensed Program and associated Documentation
     which Licensor generally distributes to the public from time
     to time, at the then current prices as announced by Licensor.
     The Licensor's designation of an item as a new version or an
     enhancement rather than an Update shall be conclusive erroneous.
     You agree to install all Updates promptly, since the Licensor
     will only provide Product Support for the most recent version
     of the Licensed Program, incorporating all prior Updates.

     (c)  Certain Conditions.  Licensor shall not be obligated
     to provide Product Support if: (i) the reported error was
     caused by unauthorized changes in Licensed Program source
     code, program parameters or other user adjustable features;
     (ii) the error results from operator error, errors in data or
     software not supplied by Licensor or use that exceeds the
     Permitted Use or is not in accordance with the Documentation,
     or (iii) the error is in a prior release that was corrected
     through issuance of an Update that You have not yet installed,
     or (iv) You breach this license agreement in any way.

     (d) After Hours Support and On-Site Service. Licensor shall
     not be obligated to provide Product Support after-hours, on
     non-business days or on-site. You may elect to make contractual
     arrangements for such additional services by specific written
     agreement between Yourself and the Licensor at rates and
     conditions which have been agreed to in writing by both parties.

7.   Price & Payment.

     (a)  Price.  You agree to pay Licensor a License Fee in
     the amount stated on Licensor's fee scale. The License Fee is
     determined according to the method stated on the fee scale. If
     the License Fee is based on usage, then You will maintain any
     necessary usage records for calculating fees according to the
     Documentation. Any applicable Product Support Fees are referenced
     in Section 6 ("Product Support").

     (b)  Payment.  Unless otherwise stated on Licensor's fee scale,
     all applicable fees and shipping charges are payable by You
     before delivery. You will pay all sales, use, value-added,
     personal property or other governmental tax or levy associated
     with this transaction (including interest and penalties imposed
     thereon) other than taxes based on the net income or profits
     of Licensor. If You fail to pay any amount due, Your license
     to Use the Licensed Program will automatically terminate
     and You will pay all costs of enforcement, including reasonable
     legal fees.

8.   Transfer of License.

     You may not assign all or any part of Your rights or obligations
     under this Agreement without Licensor's prior written consent
     and any attempt to the contrary will be void and a material
     breach of this Agreement. Licensor may withhold such consent
     in its sole discretion. Licensor may not impose transfer fees
     as a condition of any permitted transfer. A transfer of this
     Agreement will terminate any right to Your continued possession
     or Use of the Licensed Program and You must promptly destroy
     all remaining copies of the Licensed Program in Your possession
     or under Your control.

9.   Warranties & Liability.

     The Licensor disclaims all warranties relating to this software.
     This software is distributed on an "AS IS" basis without warranties
     of any kind, whether expressed or implied, including without
     limitation any implied warranties of merchantability or fitness
     for any particular purpose.

     The Licensor assumes no liability for any damages, including but not
     limited to, special, incidental, consequential, indirect, loss of
     data, loss of profit, use of software or similar claims, or for any 
     other reason. Even if the Licensor has specifically advised You of the 
     possibility of such damage regardless of the form of the claim.  
     The user(You) bears all risk as to the quality and performance
     of the software.
     
10.  Software Locks & Undocumented Features.

     BE ON NOTICE THAT THE LICENSED PROGRAM CONTAINS A SOFTWARE LOCK NOT
     REVEALED IN THE DOCUMENTATION THAT IS DESIGNED TO PREVENT
     UNAUTHORIZED OR EXCESSIVE USE OF THE LICENSED PROGRAM. USAGE OF
     THE LICENSED PROGRAM WILL BE MONITORED AND MAY UNDER CERTAIN
     CIRCUMSTANCES BE TERMINATED. LICENSOR DOES NOT REPRESENT OR
     WARRANT THAT OPERATION OF THIS FEATURE WILL BE ERROR FREE.
     YOU NEVERTHELESS AGREE THAT INCORPORATION OF THIS FEATURE INTO
     THE LICENSED PROGRAM IS COMMERCIALLY REASONABLE, HAS BEEN
     REFLECTED IN THE TERMS AND CONDITIONS OF THIS AGREEMENT AS A
     WHOLE AND YOU ACCEPT ALL RISK ASSOCIATED WITH THIS FEATURE.

11.  Term & Termination.

     (a)  Generally.  This Agreement shall continue in full
     force and effect in perpetuity, unless terminated earlier in
     accordance with this or another Section of this Agreement.
     This Agreement will terminate automatically if You breach any
     provision of it. You may terminate this Agreement at any time
     at Your election.

     (b)  Effect of Termination.  Termination of this Agreement will
     terminate Your right to possess or Use the Licensed Program.
     Upon termination for any reason, You agree to destroy the
     original and all copies of the Licensed Program (including
     Documentation) and cease all further Use of it. Termination
     will have no effect on Your obligation to safeguard and
     protect proprietary rights of Licensor under Section 5(a)
     ("Rights to Licensed Program"), disclaimers under Section 9
     ("Warranties").

12.  Miscellaneous.

     This document and any Licensor fee or pricing information issued
     under Section 7 ("Price & Payment"), which are hereby incorporated
     by reference, constitute the entire and exclusive agreement
     between the parties with respect to the subject matter hereof.
     This Agreement supersedes all other communications, whether
     written or oral.
    
