                     MetaWorlds License Agreement

READ THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE
CONTAINING THE PROGRAM DISKETTES (THE "DISKETTES"), THE
COMPUTER SOFTWARE CONTAINED THEREON (THE "SOFTWARE")
AND THE ACCOMPANYING USER DOCUMENTATION (THE "USER
DOCUMENTATION").  THIS LICENSE AGREEMENT REPRESENTS
THE ENTIRE AGREEMENT CONCERNING THE DISKETTES,
SOFTWARE AND USER DOCUMENTATION BETWEEN YOU AND
CLARK DEVELOPMENT COMPANY, INC. ("LICENSOR"), AND IT
SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR
UNDERSTANDING BETWEEN YOU AND LICENSOR.  BY OPENING
THE PACKAGE CONTAINING THE DISKETTES AND USER
DOCUMENTATION, YOU ARE ACCEPTING AND AGREEING TO THE
TERMS OF THIS LICENSE AGREEMENT.  IF YOU ARE NOT WILLING
TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT,
YOU SHOULD PROMPTLY RETURN THE PACKAGE IN UNOPENED
FORM, AND YOU WILL RECEIVE A REFUND OF YOUR MONEY.

1.     License Grant; Restrictions.  Licensor hereby grants to you, and
you accept, a non-exclusive license to use the Diskettes, the Software, in
object-code-only form, and the User Documentation only as authorized in this
License Agreement.  You may read the Software from the Diskettes and use
the acquired information for the number of nodes supported by the Software. 
The Software may be used only on a SINGLE computer at a SINGLE site. 
You agree that you will not assign, sublicense, transfer, pledge, lease, rent,
share or convey (whether by operation of law or otherwise) your rights under
this License Agreement without the prior written consent of Licensor.  Upon
your request, Licensor will inform you of its transfer policies, fees and
support in effect or available at the time such request is made.  Transfer of
any Software outside of the country in which it is originally delivered to you is
not permitted without Licensor's prior written consent and is subject to
compliance with all applicable export restrictions.  You may not use the
Software for timesharing, rental or service bureau purposes.

     Upon loading the Software into your computer system, you may
retain the Diskettes for backup purposes.  In addition, you may make one
copy of the Software on a second set of diskettes (or on cassette tape) for the
purpose of backup in the event the Diskettes are damaged or destroyed.  You
may not copy the User Documentation.  Any such copies of the Software or
the User Documentation shall include all copyright and other proprietary
notices placed on the Diskettes, the Software and the User Documentation by
Licensor.  Except as specifically authorized under this paragraph, no copies,
reproductions, translations or distributions of the Software, the User
Documentation, or any portions thereof, may be made by you or any person
under your authority or control.

     You may not modify, reverse engineer, decompile or disassemble
the Software.  Results of benchmarking or other performance tests run on the
Software may not be disclosed to any third party without Licensor's prior
written consent.  Upon reasonable notice to you, Licensor may audit the
number of users using the Software and the number of copies of the Software
in use by you.

2.     Licensor's Rights.  You acknowledge and agree that the
Diskettes, Software and User Documentation consists of proprietary,
unpublished products of Licensor and the owners of products licensed to
Licensor, including, without limitation, software programs embedded within
the Software, protected under U.S. copyright law and trade secret laws of
general applicability.  You further acknowledge and agree that all right, title,
and interest in and to the Diskettes, Software and User Documentation are and
at all times shall remain with Licensor.  This License Agreement does not
convey to you an interest in or to the Diskettes, Software or User
Documentation, but only a limited right of use revocable in accordance with
the terms of this License Agreement.  All rights not expressly granted are
hereby reserved by Licensor.

3.     License Fees.  The license fees paid by you are paid in
consideration of the licenses granted under this License Agreement.

4.     Term.  This License Agreement is effective upon your opening of
this package and shall continue until terminated.  You may terminate this
License Agreement at any time by returning the Diskettes, Software, User
Documentation, and all copies thereof and extracts therefrom, to Licensor. 
Licensor may terminate this License Agreement upon the breach by you of
any term hereof.  Upon such termination by Licensor, you agree to return to
Licensor the Diskettes, Software, User Documentation and all copies and
portions thereof.

5.     30-Day Guarantee.  If for any reason you are not completely
satisfied with the Software or User Documentation, for a period of thirty (30)
days from the original date of purchase, you may return the Diskettes,
Software and User Documentation, and all copies and portions thereof which
you have made, to the original place of purchase for a refund of the purchase
price, less a fifteen percent (15%) restocking fee.  Shipping costs are not
refundable.  Upgrades are sold on a strictly non-refundable basis.

6.     Limited Warranty.  Licensor warrants, for your benefit alone,
that the Diskettes and User Documentation shall, for a period of thirty (30)
days from the date of commencement of this License Agreement (the
"Warranty Period"), be free from defects in material and workmanship. 
Licensor further warrants, for your benefit alone, that, during the Warranty
Period, the Software shall operate substantially in accordance with the
functional specifications in the User Documentation.  If, during the Warranty
Period, a defect in the Diskettes, Software or User Documentation appears,
you may return the Diskettes and/or User Documentation to Licensor for
either (i) a replacement or, (ii) if so elected by Licensor, a refund of amounts
paid by you under this License Agreement; provided, however, that the
foregoing warranty will not apply to any Diskette that has been subjected to
physical abuse or that has been used in defective or non-compatible
equipment.  You agree that the foregoing constitutes your sole and exclusive
remedy for breach by Licensor of any warranties made under this Agreement. 
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE
PROGRAM, AND THE SOFTWARE CONTAINED THEREIN, ARE
LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.     Limitation of Liability.  Licensor's cumulative liability to you or
any other party for any loss or damages resulting from any claims, demands,
or actions arising out of or relating to this Agreement shall not exceed the
license fee paid to Licensor for the use of the Program.  Licensor assumes no
responsibility for any decision made or action taken by you as a result of your
use of the Diskettes, Software or User Documentation.  In no event shall
Licensor be liable for any indirect, incidental, consequential, special, or
exemplary damages or lost profits, arising from your use or inability to use
the Diskettes, Software or User Documentation, even if Licensor, or an
authorized agent of Licensor, has been advised of the possibility of such
damages.

SOME STATES DO ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.

8.     Software Modifications.  Licensor reserves the right to make
changes, enhancements and improvements to the Software and User
Documentation at any time and without notice.  You shall have no right or
interest in any such change, enhancement or improvement by virtue of this
License Agreement.

9.     Trademark.  METAWORLDS  is a trademark of Licensor.  No
right, license, or interest to such trademark is granted hereunder, and you
agree that no such right, license, or interest shall be asserted by you with
respect to such trademark.

10.     Governing Law.  This License Agreement shall be construed and
governed in accordance with the laws of the State of Utah.

11.     Costs of Litigation.  If any action is brought by either party to
this License Agreement against the other party regarding the subject matter
hereof, the prevailing party shall be entitled to recover, in addition to any
other relief granted, reasonable attorney fees and expenses of litigation.

12.     Severability.  Should any term of this License Agreement be
declare void or unenforceable by any court of competent jurisdiction, such
declaration shall have no effect on the remaining terms hereof.

13.     No Waiver.  The failure of either party to enforce any rights
granted hereunder or to take action against the other party in the event of any
breach hereunder shall not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.