




                                    T  O  M  (tm)
                              --------------------------



                                     Version 1.02
                                    --------------




                  S I T E    L I C E N S E    I N F O R M A T I O N
                 ---------------------------------------------------







          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 workgroups where more  than one person in  the organization
          needs to use a  product, but does not need  additional manuals
          or disks. Site licensing  enables you to equip  your computers
          with TOM at a  minimal  cost:

           Number of    	License Fee     	Additional Cost   
           Computers    	per Computer    	per License for 
							Printed Manuals
          ----------------------------------------------------------------
             2-5      		US$35			 1 Manual  US$15
             6-10      		US$30			 2 Manuals US$30
             11-25		US$25			 3 Manuals US$45
             26-50     		US$20			 5 Manuals US$75
             51-100     	US$15			10 Manuals US$150

          Prices are in  US Dollars. Prices and  terms are current as of 
          February 1992 and may change without notice.

          These  prices  include one  copy  of  the  retail  version  of
          TOM(tm), branded  to your group (displaying  your group's name
          and the licensed number of computers),  and additional manuals
          as indicated. You  may  install TOM(tm) on up to  the licensed
          number of  computers.  Support is  provided  to ONE designated 
          representative of your group.

          To initiate an agreement please send us  one completed, signed
          copy of the site license agreement and the  invoice form below
          with payment  for  the amount  corresponding  to the  licensed
          number of PCs. We will return a countersigned copy to you with
          the branded disks and manuals.

          Payment can be done in  US$ by cheques,  money orders and bank 
          transfers in US$.






	  George Tohme
          PolySoft-Australia                               <date>
          P.O. BOX K245
	  Haymarket
	  Sydney 2000
          Australia


                                       <shipping/billing address>







          Invoice
          ~~~~~~~

          Item                                       Currency/Amount

          Non-exclusive site license to install and
          use TOM(tm) on ____ PCs (__in_words__).
          Support is provided through one designated
          representative of the licensee only.

          Licensed to:

          ______________________________________     _____ _________

          S&H (Airmail where appropriate)
          US$10                                      _____ _________

	  [ ] Printed Manuals Required
	       (check the above box)                 _____ _________

                                                     ---------------

          Amount Due                                 _____ _________
                                                     ===============


	  [ ] Yes, We would like a licensed copy of
              Read-Only version of TOM(tm) V1.02


          Thank you for your order!


                                       Regards,


                                       George Tohme







                      PROGRAM END USER SITE LICENSE AGREEMENT


          George Tohme (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 docu-
          mentation.  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 instruc-
          tions 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 equip-
          ment.

          2.0  License Grant

              2.1 Licensee  is granted  a nontransferable,  nonexclusive
          right to  use the  number of  copies of  the licensed  program
          indicated on Exhibit 1  for Licensee's internal  use. Licensor
          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 Licensor'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 installed on only one computer at any one time.
          If used on a network system, each computer  accessing the pro-
          gram is  considered to  be employing  a distinct  copy of  the
          licensed program.

              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.



          3.0  Terms

              3.1 This license  is effective until  terminated. Licensee
          may terminate it at  any time by destroying the  licensed pro-
          gram and all copies of it and notifying  the Licensor in writ-
          ing. This license will also terminate as otherwise provided in
          this  agreement. On  termination,  Licensee shall  return  all
          materials not  destroyed to Licensor  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.

          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 licensed pro-
          gram  and all  documentation  related thereto  constitute  the
          valuable properties  and trade secrets  of Licensor, owner  of
          the copyright to  the licensed program,  embodying substantial
          creative efforts which are secret, confidential,  and not gen-
          erally known  by the public,  and which  secure to Licensor  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 con-
          fidence 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 Licensor 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.

          6.0  Limited Warranty

              6.1 Licensor  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. Licensor does not war-
          rant that the licensed program is free from coding errors. Any
          program  problems reported  to  Licensor during  the  warranty
          period and determined by  Licensor to be actual  coding errors
          will be corrected  by Licensor 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  accor-
          dance with the user documentation, or (2) modified by any per-
          son other than authorized Licensor personnel.

              6.3 Within  forty-five days  after delivery  of the  first
          copy of  the  licensed program,  Licensee  shall perform  such
          tests as  it deems  necessary to determine  that the  licensed
          program operates  substantially  in conformity  with the  user
          documentation. If during  such tests Licensee  determines that
          the licensed program does  not so perform after  following the
          error procedures described in the user documentation, Licensee
          shall immediately notify  Licensor, setting forth  the defects
          noted with the specificity requested by Licensor. Upon notifi-
          cation of reported  defects, Licensor shall have  a reasonable
          time to determine if actual coding errors exist and, if so, to
          remedy those  errors.  Within fifteen  days after  redelivery,
          Licensee shall retest the  program and report any  other prob-
          lems encountered. Unless Licensee notifies Licensor of defects
          encountered  within  the  forty-five  day   test  period,  the
          licensed program shall be deemed to have been accepted.

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

          7.0  Limitation Of Liability

              7.1 THE TOTAL LIABILITY  OF LICENSOR 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 LICENSOR  FOR THE SPECIFIC
          CLIENT PROJECT WHICH IS THE SUBJECT OF SUCH CLAIM OR DAMAGE.

              7.2 IN NO EVENT SHALL LICENSOR OR ITS  SUPPLIERS BE LIABLE
          FOR ANY ADDITIONAL DAMAGES, INCLUDING LOST  PROFITS, LOST SAV-
          INGS OR ANY OTHER INCIDENTAL OR  CONSEQUENTIAL DAMAGES ARISING
          OUT OF THE  USE OF OR INABILITY  TO USE THE  LICENSED PROGRAM,
          EVEN IF LICENSOR OR  ITS SUPPLIER(S) HAS/HAVE BEEN  ADVISED OF
          THE POSSIBILITY OF SUCH DAMAGES.

          8.0  Termination. This License May Be Terminated By Licensor
          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
          Licensor; or




              8.2 Licensee's normal business operations are disrupted or
          discontinued for  more than  thirty days by  reason of  insol-
          vency, 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 Licensor, which con-
          sent will  not be unreasonably  withheld. Licensor 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  international trade
          law and the laws of the country or state of the Licensee.

              9.3 All  disputes arising in  connection with the  present
          agreement shall be finally settled under the Rules of Concili-
          ation and Arbitration of the International Chamber of Commerce
          in  Paris  by  one  or  more  arbitrators  with  knowledge  of
          computers and software, appointed in accordance  with the said
          Rules. 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.

              9.4 This  agreement  and its  exhibit  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 both parties.

              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 repre-
          sentatives of 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, succes-
          sors 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 hereinabove.

              9.8 Time is of the essence of this agreement.

              9.9 This agreement may be signed in counterparts.


                                -------------------


          Effective this ______ day of _______________________, 19_____.



                      LICENSEE                       LICENSOR


            __________________________     __________________________
            Authorized Representative      Authorized Representative

            Typed name________________     Typed name________________

            Title_____________________     Title_____________________

            Address___________________     Address___________________

            __________________________     __________________________

            __________________________     __________________________

            __________________________     __________________________


          Licensed number of computers: _______

          Typed designation  of  Licensee, i.e.  company  name, name  of
          department, business unit, work-group, etc., and city (at most
          47 characters, including spaces):

            ________________________________________________________






                                     EXHIBIT 1


                                 Licensed Program
                              TOM(tm), Version 1.02


           Number of    	License Fee     	Additional Cost   
           Computers    	per Computer    	per License for 
							Printed Manuals
          ----------------------------------------------------------------
             2-5      		US$35			 1 Manual  US$15
             6-10      		US$30			 2 Manuals US$30
             11-25		US$25			 3 Manuals US$45
             26-50     		US$20			 5 Manuals US$75
             51-100     	US$15			10 Manuals US$150

          Prices are in  US Dollars. Prices and  terms are current as of 
          February 1992 and may change without notice.

          These  prices  include one  copy  of  the  retail  version  of
          TOM(tm), branded  to your group (displaying  your group's name
          and the licensed number of computers),  and additional manuals
          as indicated. You  may  install TOM(tm) on up to  the licensed
          number of  computers.  Support is  provided  to ONE designated 
          representative of your group.

          Under this agreement  Licensor provides support  by electronic
          mail or mail to ONE designated representative of Licensee.

------------------------------------ END OF SITE.TXT -----------------------

