SOFTWARE LICENCE

"The Licensed Software" shall mean "Visual Application Builder".

THIS LICENCE is granted commencing immediately by Network Dynamics
to the Licensee.

WHEREBY IT IS AGREED:


1 GRANT OF LICENCE

In consideration of the price paid Network Dynamics grants to the
Licensee and the Licensee accepts from Network Dynamics a
non-transferable Licence to use the Licensed Software upon the
terms and conditions herein contained.


2 TERM AND TERMINATION

2.1 This Licence may be determined forthwith by Network Dynamics
upon the happening of any of the following events:-

If the Licensee shall fail to observe or perform any of the
material terms and conditions of this Licence or shall do or allow
to be done any act or thing which in the reasonable opinion of
Network Dynamics may jeopardise Network Dynamics's rights in the
Licensed Software or any part thereof and in particular but without 
prejudice to the generality of the foregoing if the Licensee shall
make or allow to be made unauthorised copies of the Licensed
Software or if (other than required by Law) the Licensee imparts or
divulges the contents of Licensed Software to any third party
(other than the Licensee employees, directors and professional
advisors) without the prior written consent of Network Dynamics.

2.2 Any termination by Network Dynamics under the provisions of 2.1
hereof shall be without prejudice to any other right or power of
remedy available to it and without prejudice to its rights to sue
for any antecedent breach of this Licence. Any breach or default by
the Licensee shall not be taken to constitute a combination or
waiver of the same or any other breach or default by the Licensee.

2.3 Upon termination of this Licence for any of the causes
mentioned in Clause 2.1 hereof:

2.3.1 The Licensee shall no longer be in possession of any Licensed
Software with Network Dynamics's consent and shall forthwith at its
cost and risk return all Licensed Software in its possession or
control and all copies to Network Dynamics and without prejudice
thereto Network Dynamics shall in any event have the right, upon
giving reasonable notice to enter upon any premises where any
Licensed software may be and take possession of the same and to
ensure all copies are erased from the equipment upon which it has
been running.


3 USE

3.1 The Licensee shall be entitled to use Licensed Software (for
its own use only) in accordance with normal operation procedures on
equipment owned and operated by the Licensee.

3.2 The Licensee shall be permitted to make such copies of a
Licensed Software as is wholly necessary for the purposes only of
system backup or for other purposes provided a specific request is
made in writing to Network Dynamics by the Licensee.

3.3 Save as is expressly permitted the Licensee shall not copy
or reproduce any Licensed Software or any part thereof or permit or
suffer the same to be copied or reproduced.

3.4 In the event of an equipment malfunction or modification which
renders a Licensed Software system temporarily unusable at its
Location the Licensee may install and use the Licensed Software
system at any alternative Location subject to the terms and
conditions of this Licence until such time as the malfunction is
corrected or modification completed whereupon the Licensee shall
forthwith completely remove the Licensed Software system from the
alternative Location.

3.5 The Licensee shall not in any way alter or interfere with or
permit any alteration or interference with Licensed Software or
modules thereof without the written consent of Network Dynamics.
Such consent shall not be unreasonably withheld but may result in
any maintenance and/or warranty of the Licensed Software or modules
being nullified.

4 CONFIDENTIALITY

The Licensee agrees that both during and after the term of this
Licence Licensed Software and any information or material relating
to its design or construction shall not except only as provided for
in this Licence, be reproduced nor disclosed to others in whole or
in part without the express written consent of Network Dynamics.

5 NON-ASSIGNABILITY OF LICENCE BY THE LICENSEE

The benefit of this Licence is personal to the Licensee and may not
be assigned transferred mortgaged or pledged in any way and the
Licensee shall not allow any lien to be created nor any execution
to be levied upon any Licensed Software supplied hereunder.
Permission for the assignment or transference of the Licence to a
parent or subsidiary of the Licensee will not be unreasonably
withheld.

6 RESTRICTIONS ON THE LICENSEE 

During the continuance of this Licence and for a period of
twelve (12) months after its termination occurring for any
reason other than as a result of the breach by Network Dynamics
of any of the terms hereof the Licensee shall not develop any
system similar to the Licensed Software where the development is
based upon the knowledge and know how which the Licensee shall
derive of and from the Licensed Software hereunder except where
such information is in the public domain or was obtained from a
third party on a non-confidential basis.

8 WARRANTY

This software is supplied "as is", no warranty is provided nor
should be implied. Network Dynamics Limited does not warrant the
suitablity of this product for any purpose whatsoever. All
warranties as to fitness for purpose and the like whether
express or implied are hereby excluded.

9 LIABILITY 

9.1 Network Dynamics shall not be liable for failure to perform its
contractual obligations if such failure results from acts of God,
governmental acts, fire, explosion, accident, industrial dispute,
or any other cause beyond the party's reasonable control.

9.2 Network Dynamics shall have no liability for the destruction of
or damage to the Licensee data; the Licensee must keep a copy of
all data from which it shall exclude Network Dynamics
notwithstanding any requests made by Network Dynamics's employees
or agents.

9.3 Network Dynamics Limited and the Author of this software shall
have neither liability nor responsibility to any person or entity
with respect to any loss or damages arising from the use of this
software or from the documentation that accompanies it.

9.4 Under no circumstances shall Network Dynamics be liable for
indirect or consequential loss or damage or loss of profits.

9.5 The Licensee shall indemnify and defend Network Dynamics and
its employees in respect of any claims by third parties which are
occasioned or arise from any act or omission by Network Dynamics
pursuant to the instructions of the Licensee or its employees or
agents.

9.6 The Licensee agrees to indemnify Network Dynamics against any
loss, damage or injury arising out of intentional or negligent acts
of the Licensee employees or agents.


10 NO ASSIGNMENT

The Licensee may not assign or transfer this Licence or any of its
rights hereunder without the prior written consent of Network
Dynamics, such consent not to be unreasonably withheld.


11 CONSTRUCTION OF CONTRACT

Any headings and side-notes herein are for convenience only and
shall not affect the construction of this Licence.


12 SEVERABILITY

If any part term or provision of this Licence shall be illegal or
unenforceable the validity or enforceability of the remainder of
the Licence shall not be affected.


13 GOVERNING LAW

This Licence is governed by and shall be construed according to the
English Law.

