

                       The  Soft  Warehouse
                         P. O. Box  11174
                 Honolulu,  Hawaii  96828  U.S.A.
                          (808) 734-5801

                        LICENSE  AGREEMENT


    THIS AGREEMENT is entered into this ________ day of _____________________, 

1980,  by  and  between  THE SOFT WAREHOUSE,  a  Hawaii  general  partnership,

 
hereinafter called "LICENSOR," and __________________________________________, 


having an address at _________________________________________________________


______________________________________________________________________________


________________________________________, hereinafter called "LICENSEE".


        LICENSOR  hereby licenses to LICENSEE the following computer  programs 
and associated documentation (the "Software"):


The ___________________-80 System,   Serial No: ______________________________

This  agreement is subject to a nontransferable,  nonexclusive  license   (the 
"License"),  which is hereby granted to LICENSEE, to use the Software upon the 
terms and conditions herein;  and LICENSEE hereby accepts the Software subject 
to the License solely upon such terms and conditions.

        1.   TERM.   This Agreement shall commence on the date that the second 
party signs it, and unless sooner terminated shall extend indefinitely.

        2.  CHARGE.  As a fee for the use of the Software, LICENSEE  shall pay 


LICENSOR ___________________________________________ USA dollars ($_________). 
Except as indicated on the order form, such fee does not include local, state, 
national  or international taxes,  and LICENSEE hereby agrees to pay all  such 
taxes  as  may  be  imposed  upon LICENSEE or LICENSOR  with  respect  to  the 
ownership, licensing, sale, purchase or use of the Software.

        3.   TITLE.   LICENSEE agrees that the Software is,  and shall at  all 
times remain,  the property of LICENSOR and copyrighted by LICENSOR.  LICENSEE 
shall  have no right,  title or interest thereto except as expressly set forth 
in this Agreement.

        4.   DUPLICATION  and DISCLOSURE.   LICENSEE agrees that the  Software 
shall be held in confidence, and is provided for the exclusive use of LICENSEE 
only  at its facilities indicated in Schedule A to this agreement.   That list 
of  facilities can be expanded subsequently up to ten (10) computers  residing 
in any one (1) building, and LICENSEE agrees to notify LICENSOR immediately in 
writing  of  any  such expansion.   The Software shall not  be  duplicated  or 
disclosed to others in whole or in part without the express written permission 
of  LICENSOR.   Except  for PRINTED representations of  files  MULISP.COM  and 
MUSIMP80.COM  permission is hereby  granted for making any number of  diskette 
or  printed  copies  of  any files in the Software for the  exclusive  use  of 
LICENSEE's  family,  employees,  consultants or students,  if and only to  the 
extent  that  such duplication is reasonably necessary to LICENSEE's  or  such 
persons'  use of the Software at the listed facilities.   For each such  copy, 
the  file LICENSE.TXT must be stored on the same diskette or bound  with  each 
set of listings.   LICENSEE shall take all reasonable steps to ensure that the 
Software  is  not  disclosed  or duplicated or used in  contravention  of  the 
provisions of the Agreement by such persons.  These steps include, but are not 
limited to,  all steps that LICENSEE takes with respect to information,  data, 
and  other  tangible  and intangible property of its own that  it  regards  as 
confidential  or  proprietary.  LICENSEE shall also maintain  records  of  the 
names,  addresses  and  phone numbers of everyone known to LICENSEE to have  a 
direct or indirect copy of the Software or any portion thereof. LICENSEE shall 
take all reasonable steps to recover such copies as soon as they are no longer 
necessary for the above use; and LICENSEE shall immediately notify LICENSOR in 
writing of each failure to recover any copy. 

        5.   NOTICE.   All duplications of the Software in any form shall bear 
the  following  notice:   "  (c)  1980  The  Soft  Warehouse.  Permission  for 
disclosure or duplication or other use hereof may be granted only by The  Soft 
Warehouse."

        6.    WARRANTY   and  LIMITATION  of  LIABILITY.   LICENSOR  MAKES  NO 
WARRANTIES,  EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING 
WITHOUT LIMITATION,  THE CONDITION OF THE SOFTWARE, ITS MERCHANTABILITY OR ITS 
FITNESS  FOR ANY PARTICULAR PURPOSE.   LICENSOR shall not be liable  for,  and 
LICENSEE  hereby assumes the risk of and will indemnify and save harmless  and 
release  and forever discharge LICENSOR,  its  agents,  officers,  owners  and 
employees thereof in respect to any expense,  claim, liability, loss or damage 
(including  any incidental or consequential damage) either direct or indirect, 
by  LICENSEE or by third parties,  in any way arising out of  the  furnishing, 
performance  or  use  of the Software.  In any event LICENSOR's  liability  to 
LICENSEE  on any ground,  including but not limited to negligence,  shall  not 
exceed a sum equal to the fee paid to LICENSOR by LICENSEE hereunder.

        7.   NEW  RELEASES and MODIFICATIONS.   LICENSEE shall receive without 
charge  the  next  three  issues  of  LICENSOR's  Newsletter,   published   at 
approximately  four-month intervals,  in which instructions will be given  for 
eliminating  program errors which have surfaced,  if any.   For an annual  fee 
covering  duplication  and  distribution  costs,  LICENSEE  can  continue  the 
subscription  beyond  these  three  issues for as long as  the  Newsletter  is 
distributed.   LICENSOR shall have no further obligations of notice of defects 
in,  maintenance of or updates to the Software hereunder.   LICENSEE shall not 
make any alterations, variations, modifications, additions, or improvements to 
files MULISP80.COM or MUSIMP80.COM,  or merge them into other program material 
to  form an updated work,  except in accordance with corrections appearing  in 
LICENSOR's Newsletter.

        8.   DEFAULT.  If LICENSEE fails to pay any charge provided for herein 
within  ten (10) days after the same is due and payable,  or if LICENSEE  with 
regard to any item or items of Software fails to observe,  keep or perform any 
other  provisions of the Agreement required to be observed,  kept or performed 
by LICENSEE,  LICENSOR shall have the right to exercise any one or more of the 
following remedies:

            (a)   To terminate the License herein granted;
            (b)   To  declare  the entire balance of any  fee  payable     
        under  Paragraph  2 hereinabove for the entire  term  of  this     
        Agreement immediately due and payable without notice or demand 
        to LICENSEE, and to sue for and recover the same;
            (c)   To  take  possession  of any or  all  items  of  the     
        Software  without  demand  or notice,  wherever  they  may  be 
        located;
            (d)   In  the  event  of  any  unauthorized  use   of  the     
        Software,  to recover from LICENSEE an amount equal to (i) the 
        sum  LICENSOR  would  have  charged  the  person  or   persons     
        obtaining   the  benefit  of  such  unauthorized  use  of  the 
        Software, plus (ii) any amount received by LICENSEE on account 
        of such unauthorized use;
            (e)   To have the obligations of LICENSEE under  Paragraph     
        4 specifically performed and to have any threatened or  actual     
        breach  by LICENSEE enjoined,  it being acknowledged that such     
        equitable relief is the only adequate remedy;
            (f)  To pursue its remedies for copyright infringement, in 
        addition  to any other remedy at law or in equity.   All  such 
        remedies are cumulative,  and may be exercised concurrently or 
        separately.

        9.   LEGAL EXPENSES.  In case legal action is taken by either party to 
enforce  this  Agreement,   all  costs  and  expenses,   including  reasonable 
attorney's fees, incurred by the prevailing party in such action shall be paid 
by the other party.

       10.  TERMINATION.  Upon termination of the License, all of the Software 
and all copies thereof shall be returned to LICENSOR.

       11.   GOVERNING LAW.  All questions with respect to the construction of 
this  Agreement and the rights and liabilities of the parties hereto shall  be 
governed by the laws of the State of Hawaii, the United States of America, and 
international law, as applicable.

       12.  PARTIAL  INVALIDATION.   If any  of the  provisions,  or  portions 
thereof, of this Agreement are invalid under any applicable statute or rule of 
law, they are to that extent to be deemed omitted.

       13.   ENTIRE  AGREEMENT.   This Agreement contains all the  agreements, 
representations,  and  understandings  of  the parties  with  respect  to  the 
Software   and   supersedes  any  previous  understandings,   commitments   or 
agreements, oral or written.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
day and year first above written.



By _______________________________________     Date: _________________________
           Signature of LICENSEE



  ________________________________________     Date: _________________________
             The Soft Warehouse



                                 SCHEDULE  A

                   to The Soft Warehouse LICENSE AGREEMENT
                      (to be completed by the LICENSEE)


The  name  and address of the building in which the computers described  below 
are maintained:


______________________________________________________________________________


______________________________________________________________________________


The make,  model,  and serial number of up to ten (10) computers on which  the 
licensed software system may be used:

B>                                                                                                                                                                                                                                                     