                   FOUNDRY SOFTWARE LICENCE AGREEMENT

The copyright in this Computer Film Tools software ("the Software") and its 
associated documentation is owned by The Computer Film Company ("the Owner").
The Software is distributed by The Foundry ("the Agent").

This is a legally binding agreement between you and the Agent which will 
govern your use of the Software, you agree with the Agent to be bound by all 
of its terms and conditions. If you do not accept these terms you may within 
14 days of purchase return the Software, its packaging and documentation unused 
and intact to your supplier together with proof of purchase for a full refund 
of any license fee you may have paid for this software.

1. LICENCE. The Agent hereby grants to you a personal, non-transferable 
(except as expressly provided in clause 2 below) and non-exclusive right to 
use this Software on a temporary trial basis if no license fee has been paid. 
If a license fee has been paid, you may continue to use this Software under 
these same conditions. Your rights are to;
  (i)   load and install the Software by copying it onto the hard disk drive or 
        into the CPU memory of a single computer which is under your control 
        for use thereon; and
  (ii)  make up to 3 full or partial copies of the Software, but only as 
        necessary for backup or archival purposes, provided that 
        (a) your use and possession of such copies shall be solely under
            the terms and conditions of this agreement, and 
        (b) you shall place the same proprietary and copyright notices on 
            all such copies as are included by the Agent on the medium 
            containing the authorised original copy of the Software.

You may not under any circumstances:-
  (i)   store, use or allow the use of the Software in any manner on more than 
        one computer at any time;
  (ii)  save to the extent and in the circumstances expressly required to be 
        permitted by law, copy, modify, adapt, merge, translate, reverse
        engineer, decompile, disassemble or create derivative works, based 
        on the whole or any part of, the Software;
  (iii) except as expressly provided in clause 2 below, distribute, lease, 
        rent, sub-licence, transfer, assign, loan or otherwise convey the 
        Software or any portion thereof to anyone.

To the extent that local law gives you the right to decompile the Software in 
order to obtain information necessary to render the Software interoperable 
with other computer programs, the Agent hereby undertakes to make that 
information readily available to you. The Agent shall have the right to 
impose reasonable conditions such as a reasonable fee for doing so. In order 
to ensure that you receive the appropriate information, you must first give 
the Agent sufficient details of your objectives and the other software 
concerned. Requests for the appropriate information should be made to the 
software development manager at The Foundry.

2. TRANSFERS. If you transfer ownership or otherwise dispose of any property 
upon which the Software is copied, you may transfer the Software and all 
licences and rights in the Software granted to you under this agreement to 
the transferee provided that;
  (i)   the Agent agrees to such a transfer in writing; and
  (ii)  such transferee agrees in writing to accept the terms and conditions of 
        this agreement; and
  (iii) you contemporaneously transfer all copies of the Software you have made 
        to such transferee or destroy all copies not transferred.

If any transferee does not accept such terms, this agreement shall 
automatically terminate and you shall not retain any rights under this 
agreement in respect of the transferred Software.

Except as expressly provided in this clause, you may not sublicence, transfer 
or assign this agreement or any of your rights or obligations under this 
agreement, in whole or in part.

3. OWNERSHIP. You own only the diskette (or authorised replacement) on which 
the Software was recorded. You may retain the diskette on termination of this 
agreement provided you have ensured that the Software contained on or stored 
in it has been completely erased or otherwise destroyed.

You acknowledge that the Computer Film Company shall at all times retain 
ownership of the Software as recorded in the original diskette and all 
subsequent copies of it. The Agent transfers no ownership interest in the 
Software, in the intellectual property in any Software or in any copy of it, 
to you under this agreement or otherwise, and the Agent reserves all rights not
expressly granted to you hereunder.

4. TERMINATION. If you fail to comply with any of your obligations under this 
agreement, this agreement, and all rights and licences granted hereunder 
shall automatically terminate without prejudice to any other rights which the 
Agent may possess in respect of your default.

Upon termination, you will promptly, and in any event within 30 days of any 
such termination, destroy all copies of the Software and its documentation 
including any Software stored on any computer under your control.

5. DISCLAIMER AND LIMITATION OF LIABILITY. The Agent provides the Software to 
you on an "as is" basis. The express terms of this agreement are in lieu of 
all warranties, conditions, undertakings, terms and obligations implied by 
statute, common law, trade usage, course of dealing or otherwise (including 
without any limitation any warranty of merchantability or fitness for a 
particular purpose), all of which are hereby excluded to the fullest extent 
permitted by law. No oral or written information or advice given by the 
Agent's employees, representatives or distributors will create a warranty 
for the Software and you may not rely on any such information or advice.

The Owner does not warranty that the Software will meet your requirements or 
that the operation of the Software will be uninterrupted or error-free or 
contain no defects. You shall load and use the Software at your own risk and 
in no event will the Agent be liable to you for any loss or damage of any 
kind (except personal injury or death resulting directly from the Agent' 
negligence) including lost profits or other indirect or consequential loss 
arising from your use or possession of or inability to use the Software or 
from errors or deficiencies in it, however arising and whether caused by 
negligence or otherwise except as expressly provided herein. In no event 
shall the Agent' total liability arising out of this agreement or your use 
or possession of the Software exceed the amount paid by you for the Software.

6. LAW  This agreement shall be governed by and construed in accordance with 
English Law.
