Copyright & License Agreement 1


         _________________________________________________________________
         |                                                               |
         |                       Copyright Notice                        |
         |                              and                              |
         |                  Software License Agreement                   |
         |_______________________________________________________________|
         
         
                         Copyright (C) 1991 Mark Aydelotte
         
         
         1. COPYRIGHT: THIS  SOFTWARE  AND  ITS  RELATED  DOCUMENTATION IS
         COPYRIGHTED. YOU MAY NOT  USE,  COPY,  MODIFY,  OR  TRANSFER THIS
         SOFTWARE OR  DOCUMENTATION,  OR  ANY  COPY  EXCEPT  AS  EXPRESSLY
         PROVIDED IN THIS AGREEMENT.
         
         2. LICENSE: You have the non-exclusive  right to use any enclosed
         software only on a  single  computer.  You  may load the software
         into your computer's temporary  memory  (RAM). You may physically
         transfer the software from one computer  to another provided that
         the software is used on  only  one  computer  at  a time. You may
         modify or translate the  software  providing such modification or
         translation is for  your  own  use.  You  may  not electronically
         transfer  the  software  from  one  computer  to  another  over a
         network. You  may  not  distribute  copies  of  this  software or
         accompanying documentation to  others.  All other rights and uses
         not  specifically  granted  in   this  license  are  reserved  by
         AmiGrafix, Inc.
         
         3. BACK-UP AND TRANSFER: You  may  make  unlimited copies of this
         software solely for back-up  purposes  and personal archives. You
         must reproduce and include the copyright notice on each copy. You
         may transfer and license the product to another party only if the
         other party agrees to the terms and  conditions of this Agreement
         and completes and returns a  registration  card  to AmiGrafix. If
         you transfer the software you must  at the same time transfer the
         documentation and any copies or  transfer  the  documentation and
         destroy any copies.
         
         4. TERMS: This license  is  effective  until  terminated. You may
         terminate it by destroying the software and documentation and all
         copies thereof. This license  will  also terminate if you fail to
         comply with any term or  condition  of  this Agreement. You agree
         upon such termination to  destroy  all copies of the software and
         documentation.
         
         5. SOFTWARE DISCLAIMER: This software is provided "as is" without
         Warranty of any kind, either expressed or implied, including, but
         not limited to, the  implied  warranties  of  merchantability and
         fitness for  a  particular  purpose.  The  entire  risk as to the
         results and  performance  of  this  software  is  assumed by you.
         Should the software  prove  defective,  you  (and  not AmiGrafix)
         assume the entire cost of  all  necessary  servicing,  repair  or










                                           Copyright & License Agreement 2


         correction. Further,  AmiGrafix  does  not  warrant, guarantee or
         make any representations regarding  the use of, or the results of
         the use of, this software  in  terms  of  suitability,  accuracy,
         reliability,  currentness,  or  otherwise;  and  you  rely on the
         program and results solely at your own risk.
         
         6. LIMITATION OF LIABILITY: AmiGrafix liability is limited solely
         to the repair or  replacement  of  the  defective product, in its
         sole discretion, and shall not  in  any event include damages for
         loss of use or loss of  anticipated  profits or benefits or other
         incidental or consequential costs, expenses or damages, including
         without limitation any data or  information  which may be lost or
         rendered inaccurate, even if  AmiGrafix  has  been advised of the
         possibility of such damages.
         Some states do not allow  a  limitation  on  how  long an implied
         warranty lasts, or  limitation  of  incidental  or  consequential
         damages, so the above limitations  or exclusions may not apply to
         you. This warranty gives you  specific  legal rights, and you may
         also have other rights which vary from state to state.
         
         7.  MISCELLANEOUS:   This   agreement   represents   the   entire
         understanding regarding this software  and related documentation,
         and  supersedes  any  prior  purchase  order,  communications  or
         representations. This agreement may only be modified by a written
         amendment signed by an officer of  AmiGrafix. If any provision of
         the agreement shall be deemed unlawful,  void, or for any reason,
         unenforceable it shall be deemed severable  from, and shall in no
         way effect the  validity  and  enforceability  of  the  remaining
         provisions of the agreement.
         This license  agreement  shall  be  governed  by  the laws of the
         United States of America, State of Florida.
         
         8. The software License  Agreement  shall inure to the benefit of
         AmiGrafix, Inc.