1. LICENSE GRANT. In connection with the transfer of possession of the
software package provided with this  Agreement, Motorola, (LICENSOR)
hereby grants to possessor (LICENSEE) a non-exclusive  license to use
the software program(s) (SOFTWARE) and documentation (DOCUMENTATION)  of
said software package with a single-user computer system. LICENSEE may,
upon requesting  and receiving written permission of LICENSOR, transfer
possession of the software package  including SOFTWARE and DOCUMENTATION
and transfer this license to another party if the  other party agrees in
writing to accept the terms and conditions of this agreement

2. OWNERSHIP. LICENSEE is given possession of a program module(s) with
the software package in or  on which Software is copied, but title to
the SOFTWARE and DOCUMENTATION, all copies  thereof and all rights
therein, including all rights in the patents, copyrights, and trade
secrets  applicable thereto, shall remain vested in LICENSOR, regardless
of the form or media in or on  which the original and other copies of
software and documentation may subsequently exist.  Nothing contained
herein shall be deemed to convey any title or ownership interest in the
program  module(s), SOFTWARE or DOCUMENTATION to LICENSEE.

LICENSEE agrees not to disclose, transfer, provide on any form,
except as otherwise  provided in this agreement, the software
package or any portion thereof, to any person other than  employees
of LICENSEE without prior written consent of LICENSOR, and any such
disclosure or  transfer shall be consistent with the use in the
single-user computer system.

LICENSEE agrees not to reverse compile or disassemble SOFTWARE.

LICENSEE agrees that it will not in any form, export, re-export,
resell, ship, or divert or  cause to be exported, re-exported,
resold, shipped, or diverted, directly or indirectly, the  SOFTWARE
and DOCUMENTATION or a direct product thereof to any country for
which the  United States government or any agency thereof at the
time of export or re-export requires an  export license or other
government approval without first obtaining such license or
approval.

3. COPYING RIGHTS. LICENSEE may make copy(s) of SOFTWARE and
DOCUMENTATION, required for  backup or modification purposes in support
of the use of the SOFTWARE with the single-user  computer system, but
LICENSEE must include existing copyright notices on any such copy, 
modifications, or portion of SOFTWARE merged into another program. Such
notice(s) may  appear in several forms, including machine-readable form,
and LICENSEE agrees to reproduce  such notice(s) in each form in which
it appears, to the extent it is physically possible to do so. 

4. TRANSFERABILITY.  LICENSEE may not transfer SOFTWARE and
DOCUMENTATION, or any copy(s)  thereof, in whole or in part, except as
expressly provided in this agreement. If Licensee transfers  SOFTWARE
and DOCUMENTATION to another party as expressly provided in this
agreement,  LICENSEE must at the same time either transfer all copies
whether printed or machine-readable  form to the same party or destroy
any copies not transferred; this includes all modifications and 
portions of SOFTWARE contained or merged into another program.

If LICENSEE transfers SOFTWARE and/or DOCUMENTATION or any copy, 
modification, or merged portion of SOFTWARE to another party without
written permission of  LICENSOR, this license is automatically
terminated.

5. TERM.  The term of this license agreement is for as long as LICENSEE
uses the SOFTWARE for  its intended purpose. This agreement may be
terminated by LICENSEE upon one month's prior  written notice. LICENSOR
may terminate this agreement if LICENSEE is in default of any of the 
terms and conditions of this agreement, and termination is effective if
LICENSEE fails to correct  such default within thirty (30) days after
written notice thereof by LICENSOR.

Within one month after termination of this agreement, LICENSEE will
certify to  LICENSOR in writing that through its best efforts, and
to the best of its knowledge, the original  and all copies, in whole
or in part, in any form, of the SOFTWARE and DOCUMENTATION  have
been destroyed or returned to LICENSOR.


6. ASSIGNMENT, SUBLICENSE, OR TRANSFER. LICENSEE  shall not (by
contract, operation of law, or otherwise) assign, sublicense  under or
transfer this agreement for any right of interest in this agreement, or
delegate performance  of any of its obligations under this agreement,
without the prior written consent of the LICENSOR.  Any such assignment,
sublicense, transfer, or delegation without the LICENSOR's prior written
 consent shall be voidable at the LICENSOR's option.

7. WARRANTY AND MAINTENANCE LICENSOR warrants that under normal use,
SOFTWARE shall perform the functions  specified in its DOCUMENTATION. If
SOFTWARE does not conform to its  DOCUMENTATION such that its functional
performance is significantly affected and  LICENSOR is notified
promptly, in writing, within ninety (90) days from the date of shipment
of  the software package, LICENSOR will correct such nonconformance by
repair, or at its option,  make available a replacement program
module(s) providing there is no misuse of the  nonconforming program
module(s).

If LICENSOR or its distributor is unable to deliver a replacement
module(s) having  SOFTWARE which conforms substantially to its
DOCUMENTATION, LICENSOR may  terminate this license by providing a
refund to LICENSEE upon LICENSEE's return of such  program modules,
except as provided in Section 3 above, any modification in SOFTWARE
by  LICENSEE or third parties shall void this warranty.

LICENSOR does not represent or warrant that the SOFTWARE or
DOCUMENTATION  furnished hereunder is free of infringement of any of the
third parties, copyrights, trade secrets, or  other intellectual
property rights.

LICENSOR shall not be responsible for maintenance or field service
of the program  module(s) and SOFTWARE under this agreement.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL  OTHER
WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING  ALL
WARRANTIES OF MERCHANTABLILITY AND FITNESS FOR A PARTICULAR  PURPOSE
AND ALL WARRANTIES ARISING FROM COURSE OR DEALING OR USAGE  OF
TRADE) WITH RESPECT TO THE PROGRAM MODULE(S), SOFTWARE, OR 
DOCUMENTATION FURNISHED BY LICENSOR UNDER THIS AGREEMENT OR ANY  USE
OF SUCH SOFTWARE OR DOCUMENTATION BY  THE LICENSEE.

The remedies provided above are the LICENSEE's exclusive remedies
for any failure of  LICENSOR to meet its warranty obligations.
Actions by LICENSOR in the manner provided  above shall constitute
complete fulfillment of all the warranty liabilities of LICENSOR
whether the  claims of the LICENSEE are based on contract, in tort
(including negligence and strict liability, or  otherwise with
respect to or arising out of the program module(s), SOFTWARE or 
DOCUMENTATION furnished hereunder.

8. LIMITATION OF LIABILITY. LICENSOR, its subcontractors and suppliers
of any tier, shall not be liable in contract, in  tort (including
negligence and strict liability), or otherwise for damages or loss of
other property or  equipment, loss of profits or revenue, loss of use of
equipment or power system, cost of capital,  cost of purchased or
replacement power or temporary equipment (including additional expenses 
incurred in using existing facilities), claims of customers of the
LICENSEE, or for any special,  indirect incidental or consequential
damages whatsoever.

The remedies of the LICENSEE set forth herein are exclusive where so
stated and the  total cumulative liability of the LICENSOR with
respect to this agreement, or anything done in  connection
therewith, whether in contract, in tort (including negligence and
strict liability) or  otherwise, shall not exceed the price of the
product in which such liability is based.

9. NOTICE.  All notices in connection with this agreement shall be in
writing and shall be given by  certified mail, return receipt requested,
at the following address: Motorola, Inc., 1500 Gateway  Blvd., Boynton
Beach, FL 33426-8292, ATTENTION: Group Patent Counsel.

10. GOVERNING LAW. This agreement shall be governed and interpreted by
the laws of the state of Illinois.

11. AGREEMENT. LICENSEE ACKNOWLEDGES THAT THIS AGREEMENT HAS BEEN READ
AND  UNDERSTOOD AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 
LICENSEE FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES THE ENTIRE 
UNDERSTANDING OF LICENSEE AND LICENSOR WITH RESPECT TO THE SUBJECT 
MATTER HEREOF AND COMPLETELY SUPERCEDES ANY PRIOR UNDERSTANDINGS, 
EITHER ORAL OR WRITTEN. ANY MODIFICATION OF THIS AGREEMENT SHALL BE 
MADE ONLY BY MUTUAL AGREEMENT AND EVIDENCED BY WRITTEN  AMMENDMENT
SIGNED BY BOTH LICENSOR AND LICENSEE.

