                        LICENSE AGREEMENT

  This is a legal agreement between you, the end user (hereinafter called 
the "Licensee") and Systems Integration Technologies, Inc. (hereinafter 
called "Licensor"), and entered into this ____ day of _______________, 1993 
(if blank, the date of first use of the "Software" by Licensee).

  Licensor agrees to license the use of the executable code for the 
Mitsumi CD-ROM Device Driver for OS/2* (hereinafter called "Software") to 
the Licensee, in consideration of Licensee's payment of the License fee.  
All proprietary rights to the Software remains Licensor's property.

  The Software is protected by both United States copyright law and  
international copyright treaty provisions. Licensee can copy Software onto 
a computer to be used and may make archival copies of the Software for the 
sole purpose of backing up the Software and protecting Licensee from 
its loss.

  Licensee may use the Software as follows:

  A) Licensee may use the Software for its intended purpose as a device 
     driver, but Licensee may not reverse engineer, decompile, disassemble,
     or create derivative works from the Software.

  B) Licensee may use and reproduce Software without an additional license 
     subject to the following conditions:

     1) The Software may be used by any number of people, and may be 
        freely moved from one computer location to another, so long as 
        there is no possibility of it being used at one location or on 
        one computer while it is being used at another. Just like a book 
        cannot be read by two different people in two different places at 
        the same time, neither can the Software be used by two different 
        people in two different places at the same time.

     2) All copies of the program must bear a valid copyright notice. 
        Licensee agrees not to remove any of Licensor's copyright or 
        other proprietary rights notice from any portion of the Software.

     3) Licensee will indemnify and hold Licensor harmless from and 
        against any claims or liabilities arising out of the use, 
        reproduction or distribution of the Software.

     4) Licensee will not give away, sell, rent, lease, or otherwise 
        hypothecate the Software without obtaining an additional license 
        from the Licensor. 


                        LIMITED WARRANTY

  Licensor warrants the physical diskette(s) bearing the Software to be 
free of defects in materials and workmanship for a period of thirty (30) 
days from the date of this agreement. If Licensor receives notification 
within the warranty period of defects in material or workmanship, and such 
notification is determined by Licensor to be valid, Licensor will replace 
the defective diskette(s). The entire and exclusive liability and remedy 
for breach of this Limited Warranty shall be limited to replacement of 
defective diskette(s) and shall not include or extend to any claim for or 
right to recover any other damages, including but not limited to, loss of 
profit, data, or use of the Software, or special, incidental, or 
consequential damages or other similar claims, even if Licensor has been 
specifically advised of the possibility of such damages. In no event will 
Licensor's liability for any damages to Licensee or any other person ever 
exceed the actual price paid for the license to use the Software, 
regardless of any form of the claim.

   LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
   INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 
   FITNESS FOR A PARTICULAR PURPOSE.

  Specifically, Licensor makes no representation or warranty that the 
Software is fit for any particular purpose and any implied warranty of 
merchantability is limited to the thirty-day duration of the Limited 
Warranty covering the physical diskette(s) only and is otherwise expressly 
and specifically disclaimed.

  This limited warranty gives Licensee specific legal rights; Licensee may 
have others which may vary from state to state. Some states do not allow the 
exclusion of incidental or consequential damages, or the limitation on how 
long an implied warranty lasts, so some of the above may not apply to 
Licensee.

                    GOVERNING LAW AND GENERAL PROVISIONS

  This License Agreement shall be construed, interpreted and governed by 
the laws of the State of Florida. If any provision of this Agreement is 
found void or unenforceable, it will not affect the validity of the balance 
of this Agreement, which shall remain valid and enforceable according to 
its terms. If any remedy provided is determined to have failed of its 
essential purpose, all limitations of liability and exclusions of damages 
set forth in the "Limited Warranty" shall remain in full force and effect. 
This Agreement may only be modified in writing signed by Licensee and an 
authorized officer of Licensor. This Agreement shall supersede all previous 
license agreements to the Software between the parties. Use, duplication or 
disclosure by the U.S. Government of the Software shall be subject to the 
restricted rights applicable to commercial computer software (under 
DFARS 52.227-7013). All rights not specifically granted in this Agreement 
are reserved by Licensor.
__________________
OS/2 is a registered trademark of the International Business Machines Corporation



