CAREFULLY READ THIS LICENSE AGREEMENT BEFORE OPENING THE PACKAGE. BY  OPENING 
THE  PACKAGE YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF  THE 
LICENSE   AGREEMENT  AND  THE  LIMITED  WARRANTY  (collectively  called   the 
"Agreement").  IF  YOU DO NOT ACCEPT OR AGREE WITH THESE  TERMS,  YOU  SHOULD 
PROMPTLY  RETURN  THIS UNOPENED PACKAGE TOGETHER WITH ALL OTHER  MATERIAL  IN 
THIS PROGRAM PACKAGE.


                OKINO COMPUTER GRAPHICS LICENSE AGREEMENT
     for the evaluation version of the PolyTrans (tm) Data Conversion Software


GRANT OF LICENSE. Subject to the terms and conditions contained herein, Okino 
Computer  Graphics,  Inc.  of  Ontario, Canada  ("LICENSOR")  grants  to  you 
("LICENSEE") a non-exclusive, non-transferable right to: (i) install and  use 
the  accompanying  demonstration  version  of  the  PolyTrans (tm) Data  Converter
software  (the  "LICENSED  SOFTWARE")  on  a  single  computer  (one  central 
processing unit); and (ii) make archival copies of the LICENSED SOFTWARE  for 
back-up  purposes  only for use with the same computer.  LICENSEE  agrees  to 
affix a label to the archival copies which contains the copyright and  trade-
mark notices printed on the original diskette from which the copy is made.

RESTRICTIONS.   The  LICENSED SOFTWARE may be used  for  evaluation  purposes 
only.  The LICENSEE may not: (i) rent, lease or resell the LICENSED  SOFTWARE 
in any form; or (ii) duplicate, distribute, publish, transfer, sublicense, or 
make the LICENSED SOFTWARE and related documentation available in any form to 
other organizations or persons except for backup purposes and for the purpose 
of  installing the LICENSED SOFTWARE; or (iii) modify or adapt  the  LICENSED 
SOFTWARE and the related documentation in whole or in part including but  not 
limited  to translating or creating derivative works; or (iv)  electronically 
transfer the LICENSED SOFTWARE from one computer to another over a network or 
by any other means; or (v) assign, sublicense or transfer any license granted 
herein;   or  (vi)  modify,  translate,  reverse  engineer,   decompile,   or 
disassemble  the LICENSED SOFTWARE or any portion of it or otherwise  attempt 
to determine the underlying source code of the LICENSED SOFTWARE.

COPYRIGHT.   The  LICENSED  SOFTWARE  and  its  related   documentation   are 
copyrighted  by LICENSOR and is protected by copyright law and  international 
treaty  provisions. The LICENSED SOFTWARE is proprietary to us  and  contains 
valuable   trade  secrets.  Ownership  of  the  LICENSED  SOFTWARE  and   the 
intellectual  property  of the LICENSED SOFTWARE is not transferred  by  this 
Agreement,  and remains with LICENSOR. The LICENSED SOFTWARE is  licensed  to 
LICENSEE for use as permitted by this Agreement. 

TERMINATION.   This Agreement is effective until terminated.  This  Agreement 
and  LICENSEE'S  license  to use the  LICENSED  SOFTWARE  will  automatically 
terminate  without notice if LICENSEE fails to comply with any  provision  of 
this Agreement. Upon termination of this Agreement: (i) LICENSEE shall  cease 
all use of the LICENSED SOFTWARE and related documentation; and (ii) LICENSEE 
shall certify the return or destruction of the LICENSED SOFTWARE and  related 
documentation, including copies.  The following shall survive any termination 
of  this  Agreement:  (i) All disclaimers of  warranties  and  limitation  of 
liability set forth in this Agreement; and (ii) the Confidentiality provision 
of this Agreement

CONFIDENTIALITY.  The  LICENSED SOFTWARE is confidential and  proprietary  to 
LICENSOR and its suppliers. LICENSEE agree not to disclose or provide  copies 
of the LICENSED SOFTWARE to any other party, or use the LICENSED SOFTWARE for 
any  other  purpose  than  as provided in  this  Agreement.  All  rights  not 
expressly granted herein are reserved by LICENSOR.

LIMITED  WARRANTY.  To the maximum extent permitted by law: (i) The  LICENSED 
SOFTWARE is provided "AS IS" without warranty of any kind; and (ii)  LICENSOR 
disclaims  all  other warranties or conditions, express or implied,  oral  or 
written,  including, but not limited to the implied warranties or  conditions 
of merchantability, quality, fitness for any particular purpose, suitability, 
performance  and  support or maintenance of the LICENSED  SOFTWARE  (save  as 
expressly  set  out herein); and (iii) the LICENSEE shall  use  the  LICENSED 
SOFTWARE at its own risk

NO  LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent  permitted  by 
law,  in  no  event  will  LICENSOR be  liable  for  any  damages  whatsoever 
(including, without limitation, damages for loss of use of the software, loss 
of   profits,  business  interruption,  loss  of  data  or   other   business 
information,  or other incidental or consequential  damages) arising  out  of 
the  use of, or inability to use, the LICENSED SOFTWARE and its  accompanying 
documentation, even if LICENSOR, or any agent of LICENSOR has been advised of 
the  possibility of such damages. Some states or provinces do not  allow  the 
exclusion or limitation of incidental or consequential damages, so the  above 
limitation or exclusion may not apply to LICENSEE.

GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and  construed  in 
accordance with the laws of Canada and the Province of Ontario.

GENERAL. This Agreement may not be assigned or transferred without the  prior 
written consent of  LICENSOR. No waiver of  any breach  of any  provision  of 
this Agreement shall constitute a waiver of any other breach of any provision
hereof, and no waiver is effective unless made in  writing.  All headings are 
solely for  convenience  and  shall  not  be considered in  interpreting this 
Agreement.
