                    DIGITAL MATRIX SERVICES, INC.
          
                      SOFTWARE LICENSE AGREEMENT
                    FOR INFOCAD FOR THE WINDOWS NT
                         OPERATING SYSTEM

This legal document is an agreement between you, the Licensee, 
and Digital Matrix Services, Inc. (herein called "DMS").  YOU 
ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, 
WHICH INCLUDES THE SOFTWARE LICENSE AND SOFTWARE DISCLAIMER OF 
WARRANTY (collectively the "Agreement").  THIS AGREEMENT 
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND DMS AND MAY NOT 
BE MODIFIED UNLESS IN WRITING SIGNED BY DMS. IT SHALL BE DEEMED 
THAT YOU HAVE AGREED TO ALL OF THE TERMS AND CONDITIONS OF THIS 
LICENSE BY YOUR USE OF THE DMS SOFTWARE PRODUCT(S).

1.  GRANT OF LICENSE.  DMS, as Licensor, grants to you, the LIC
    ENSEE, a limited nonexclusive right to use and display one copy 
    of all DMS provided software programs (hereinafter the 
    "SOFTWARE") on a single COMPUTER, and to utilize the copy/use 
    protection device(s), if any. If the SOFTWARE is designated as 
    "Multi-User", DMS grants to you a limited nonexclusive right to 
    (i) install and operate the SOFTWARE on one multi-user com
    puter (one central processing unit and directly connected 
    terminals) OR install and operate the SOFTWARE on one local 
    area network (LAN) server and operate the SOFTWARE solely on 
    work station computers physically attached to the LAN server on 
    which the SOFTWARE is installed (but not including any com
    puter having access to the LAN by way of a bridge or gateway). 
    DMS reserves all rights not expressly granted to Licensee.

2.  OWNERSHIP OF SOFTWARE.  As the Licensee, you own the magnetic or 
    other physical medium on which the SOFTWARE is originally or sub
    sequently recorded or fixed, but DMS retains title and ownership 
    of the SOFTWARE recorded on the original tape/disk copy(ies) and 
    all subsequent copies of the SOFTWARE, regardless of the form 
    or media in or on which the original or other copies may exist, 
    and the copy/use protection device(s), if any.  This License is 
    not a sale of the original SOFTWARE or any copy thereof.

3.  COPY RESTRICTIONS.  This SOFTWARE and the accompanying written ma
    terials are confidential material and/or copyrighted.  Unau
    thorized copying of the SOFTWARE, including SOFTWARE that has 
    been modified, merged, or included with other software, or of 
    the written materials is expressly forbidden.  You may be held 
    legally responsible for any copyright infringement that is 
    caused or encouraged by your failure to abide by the terms of 
    this License.  Subject to these restrictions you may make one 
    (1) copy of the SOFTWARE solely for backup purposes. You must 
    reproduce and include the copyright notice on and into the backup 
    copy. 

4.  USE RESTRICTIONS.  The SOFTWARE may only be installed and uti
    lized on only one single computer at any one time except as to 
    such SOFTWARE that is designated as "Multi-User". You may not 
    electronically transfer the SOFTWARE from one computer to 
    another over a network except such SOFTWARE that is designated 
    as "Multi-User".  You may not distribute copies of the SOFT
    WARE or accompanying written materials to others.  You may 
    not modify, adapt, translate, reverse engineer, decompile, 
    disassemble, or create derivative works based on the SOFTWARE, 
    and you may not modify, adapt, translate, or create derivative 
    works based on the written materials without the prior written 
    consent of DMS. You agree that DMS may perform such tests as 
    DMS shall deem reasonably necessary to monitor compliance 
    with this software license at any time, with or without notice, 
    during normal business hours.  You acknowledge, understand and 
    agree that DMS may, in its absolute discretion, issue 
    authorization codes to enable certain portions of its computer 
    software. In the event you are in default of this License, DMS 
    may not issue such authorization codes and DMS shall in no manner 
    be liable to you for any loss or damage resulting therefrom and 
    you agree to indemnify and hold DMS harmless from any such loss 
    and damage and from and against any third party claims.

5.  TRANSFER RESTRICTIONS.  This SOFTWARE, the written material and 
    the copy/use protection device, if any, are licensed only to 
    you, the Licensee, and may not be transferred to anyone without 
    prior written consent of DMS.  Any authorized transferee shall 
    be bound by the terms and conditions of this Agreement.  In no 
    event may you transfer, assign, rent, lease, sell, or otherwise 
    dispose of the SOFTWARE, written materials or copy/use protection 
    device on a temporary or permanent basis without the prior 
    written consent of DMS.

6.  TERMINATION.  This License is effective until terminated.  This 
    License will terminate automatically without notice from DMS 
    if you fail to comply with any provision of this License.  Upon 
    termination you shall return or destroy the written materials 
    and all copies of the SOFTWARE, including modified copies, if 
    any, and the copy/use protection device, if any. All of DMS's rem
    edies, whether provided herein or at law, are cumulative and 
    shall survive any termination of this Agreement.

7.  UPDATE POLICY.  From time to time as they may become available, 
    DMS may notify you of any enhancements or updates released by DMS 
    for SOFTWARE licensed hereunder.  Any such updates offered 
    would be subject to standard DMS terms and charges and may 
    contain additional hardware requirements.  Updates for the SOFT
    WARE will only be provided to those users who have properly reg
    istered the SOFTWARE.

8.  LIMITED WARRANTY, DISCLAIMER and LIMITATION of LIABILITY.  
    DMS warrants the media on which the Licensed Software is 
    provided and the copy/use protection device, if any, to be free 
    from defects in materials and workmanship for a period of one 
    (1) year after delivery.  Defective items may be returned for 
    repair or replacement during the warranty period unless the 
    item has been damaged by accident or misuse.  Due to the complex 
    nature of computer software, DMS does not warrant that the 
    SOFTWARE is completely error free, will operate without 
    interruption or is compatible with all equipment or software 
    configurations. 

    EXCEPT AS PROVIDED ABOVE THERE ARE NO OTHER WARRANTIES.  DMS, ITS 
    DISTRIBUTORS, DEALERS AND/OR AGENTS MAKE NO EXPRESS OR IMPLIED 
    WARRANTIES TO LICENSEES, INCLUDING END USERS, WITH REGARD TO 
    THE SOFTWARE, COPY/USE PROTECTION DEVICE, IF ANY, AND ALL OTHER 
    MATERIALS OR SERVICES PROVIDED THEREWITH, INCLUDING 
    MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR NON-INFRINGEMENT OF 
    PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER PROPRIETARY RIGHTS 
    OF OTHERS.  NEITHER OF THEM SHALL HAVE ANY LIABILITY OR RESPON
    SIBILITY TO LICENSEES, INCLUDING END USERS, FOR DAMAGES OF 
    ANY KIND, INCLUDING SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGE, 
    ARISING OUT OF OR RESULTING FROM ANY PROGRAM, SERVICES OR 
    MATERIALS MADE AVAILABLE HEREUNDER ANY FUTURE UPDATE OR THE 
    USE OR MODIFICATION THEREOF.  IN NO EVENT SHALL DMS BE LIABLE FOR 
    ANY LOSS OR PROFIT OR ANY OTHER DAMAGES OF ANY KIND.  SOME STATES 
    DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR 
    CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY 
    NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC 
    LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM 
    STATE TO STATE.

9.  MISCELLANEOUS.  (i) This Agreement shall be deemed to be made, en
    tered into and accepted in Dade County, Florida. This Agreement 
    shall be governed by the laws of the State of Florida. Any legal 
    suit or action, including but not limited to rescission, which 
    involves or names DMS shall and may only be commenced and main
    tained in the Courts in Dade County, Florida, which such courts 
    shall have exclusive jurisdiction,  and you expressly submit to 
    the jurisdiction and venue of the Courts in Dade County, 
    Florida and waive all rights to trial by jury for any suit 
    against DMS or any potential counterclaim against DMS.  Any 
    civil action or proceeding brought or commenced by you against 
    DMS arising out of this Agreement or otherwise must be 
    commenced within eighteen (18) months from the date of 
    acquisition of the SOFTWARE otherwise any such action shall be 
    barred and you hereby waive any and all rights in connection 
    therewith.  (ii) In the event any court of competent jurisdic
    tion declares any portion of this agreement to be invalid such 
    invalid portion shall be severable and the remainder shall remain 
    in effect.  (iii) All terms and conditions contained in any of 
    your purchase orders or other documents to DMS, now or hereaf
    ter given are superseded by and inferior to this Agreement.  
    (iv) DMS's entire liability, if any, for any cause whatsoever 
    shall not exceed the greater of $10,000.00 or the amount actually 
    paid to DMS to license the SOFTWARE.  (v) The failure or delay 
    of DMS to exercise or enforce any of its rights or remedies 
    under this or any other Agreement, shall not operate as a waiver 
    of such rights and remedies.

11. U.S. GOVERNMENT RESTRICTED RIGHTS.  This computer software and 
    documentation are provided with RESTRICTED RIGHTS.  Use, du
    plication, or disclosure by the government is subject to 
    restrictions as set forth in the governing Rights in Technical 
    data and Computer Software clause-subdivision (b) (3) (B) or 
    DAR-7-104.9 (a) (May 1981) or subdivision (b) (3) (ii) and/or 
    (c) (1) (ii) of DOD FAR Supp 252.227-7013 (Oct. 1988) or 
    subparagraphs (a) through (d) of the Commercial 
    Computer-Restricted Rights clause at FAR 52.227-19, and in 
    similar clauses in the NASA FAR Supplement.

15. The SOFTWARE manufacturer is Digital Matrix Services, Inc., 3191 
    Coral Way, Suite 900, Miami, FL 33145, (305) 445-6100 FAX 
    442-1823.

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