



                              _U_n_i_v_e_r_s_i_t_y _o_f _L_o_w_e_l_l

                        _S_o_f_t_w_a_r_e _U_s_a_g_e _L_i_c_e_n_s_e _A_g_r_e_e_m_e_n_t

               This Agreement made and entered into this _________ day
          of  __________,  1991,  the  effective  date, by and between
          University  of  Lowell,  located  in  the   Commonwealth  of
          Massachusetts,  (hereafter  referred  to   as  ULowell)  and
          ______________, department/division_________________________
          street/ave. _______________________________________________,
          City/town _______________,  state/zip_____________________  
          (hereafter referred to as Licensee).

               Whereas ULowell is the owner of  certain  right,  title
          and  interest  in  the  computer  programs  entitled: MotifC++ 
          Language Binding.
           ( hereafter  the
          PROGRAM as more specifically defined in item 3 below )   and 
          has procured copyright therefore and  has the right to grant 
          licenses to use the PROGRAM.

               Now, therefore, in consideration of the  foregoing  and
          of  the  mutual  covenants,  terms  and  conditions,  herein
          contained, the parties agree as follows:

          _1.   _L_i_c_e_n_s_e: ULowell hereby grants Licensee  non-exclusive
          rights to use the PROGRAM for its own internal purposes only
          and only on the computers located at ______________________, 
          department/division________________________________________,
          street/ave. _______________________________________________,
          City/town _______________,  state/zip_____________________  
          (hereafter referred to as the Department).  In the context 
          of this agreement,
          "use"  shall  include  the  copying  of  any portions of the 
          instructions  or  data  in  the  PROGRAM and/or any material
          associated  there  with from storage units or media into the
          CPU's or other central processing units  referred  to  above
          for processing.   ULowell  in this  Software  Usage  License 
          Agreement explicitly does  not grant the right to distribute 
          or sell any component of the  PROGRAM  in  binary  or source 
          form,  nor any enhancements  to the PROGRAM developed by the
          Licensee.  A  license agreement for the right  to distribute  
          and  to  sell  software  developed  through  the  use of the
          PROGRAM is available and may be separately negotiated.

          _2.   _L_i_c_e_n_s_e _F_e_e: In  consideration  of  the  rights granted
          herein,  Licensee  agrees to pay  ULowell  upon execution of
          this Agreement the sum of _____________ dollars, which shall
          be  the  sole  sum paid by Licensee hereunder for the rights
          granted in the PROGRAM.

          _3.   _D_e_f_i_n_i_t_i_o_n:  The PROGRAM 
          includes one  set  of source  code, 
          documentation  and  demonstrative programs as presently used 
          by ULowell.




          _4.   _T_e_r_m _o_f _A_g_r_e_e_m_e_n_t: This agreement shall  be  in  effect
          from  the  effective date until such time as a new agreement
          between ULowell and the Licensee  overrides  the  provisions
          herein listed.

          _5.   _D_e_l_i_v_e_r_y _o_f _P_r_o_g_r_a_m_s:   Upon    execution    of    this
          Agreement and payment of fee as required in article 2,
          ULowell shall deliver to Licensee the  materials  listed  in
          article 3 above on an "as is" basis.

          _6.  _T_i_t_l_e (_O_w_n_e_r_s_h_i_p) _o_f _P_r_o_g_r_a_m_s:    Licensee  acknowledges
          that  title  to  the  PROGRAM   (including copyright)  shall
          remain with  ULowell,  and that any copies of  the   PROGRAM
          made by Licensee in accordance with this Agreement include a
          ULowell  copyright  notice  thereon,  which is in conformity
          with  applicable  regulations  of the U.S. Copyright Office.

          _7.   _C_r_e_d_i_t_s: All credits in  the 
          PROGRAM, both  in listing and/or  documentation,  whether  
          names of individuals or organizations, will be retained in 
          place by the Licensee.  The Licensee will acknowledge in 
          any published copy or in any other use of the PROGRAM the 
          authorship of the PROGRAM and the fact that the PROGRAM was 
          developed at ULowell.

          _8.   _F_u_r_t_h_e_r _R_e_l_e_a_s_e_s: This license  does  not  entitle  the
          Licensee  to  further  releases  of  the  PROGRAM;  however, 
          releases deemed  by  ULowell  to be appropriate will be made 
          available  at  the   rate  described  in   the  accompanying 
          order form.

          _9.   _W_a_r_r_a_n_t_i_e_s: LICENSEE AGREES  THAT  THE  RIGHTS  GRANTED
          UNDER  THIS AGREEMENT ARE MADE AVAILABLE WITHOUT WARRANTY OF
          ANY KIND EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO,
          THE  IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
          PARTICULAR PURPOSE.

           _1_0. _L_i_m_i_t_a_t_i_o_n _o_f _L_i_a_b_i_l_i_t_y: Licensee agrees that neither
          ULowell  nor  any  of  its  employees, agents or contractors
          shall be  liable  under claim,  charge,  demand,  whether in
          contract,  tort  (including  negligence),  criminal  law  or
          otherwise,  for any  and  all loss,  cost,   charge,  claim,
          demand, fee, expense or damage of any nature of kind arising
          out of,  connected  with,  resulting  from or sustained as a
          result of execution this  Agreement or for performing all or
          any part of this Agreement.   In no event shall  ULowell  be
          liable  for  special,  direct,  indirect   or  consequential
          damages, losses,  costs,  charges, claims, demands, fees  or
          expenses  of  any nature or kind.

          _1_1.  _N_o_n-_u_s_e _o_f _N_a_m_e_s: Licensee  shall  not  use  the  name,
          logo, or any other symbol of ULowell nor the names of any of
          its employees nor any adaptation thereof in any advertising,
          promotional  or  sales  literature  without  prior   written
          consent obtained from ULowell in each case.




          _1_2.  _N_o_t_i_c_e_s _a_n_d _O_t_h_e_r _C_o_m_m_u_n_i_c_a_t_i_o_n_s: Any notice,  consent,
          demand  or  other  communication required or permitted under
          this Agreement shall be sufficiently made or  given  on  the
          date  of  mailing  if  in  writing and sent to such party by
          registered or certified mail, postage prepaid, addressed  to
          it  at its address below or as it shall designate by written
          notice given to the other party:



          In the case of the Licensee:         In the case of ULowell:
          ___________________________          University of Lowell
          ___________________________          Research Foundation
          ___________________________          Graphics Research Lab
          ___________________________          Lowell, MA 01854


          _1_3. _M_i_s_c_e_l_l_a_n_e_o_u_s:


              1. This Agreement shall be governed by and construed  in
          accordance   with   the   laws   of   the   Commonwealth  of
          Massachusetts.

              2. This instrument contains the entire agreement between
          the  parties hereto and supercedes all prior agreements with
          respect to the subject matter thereof.

              3. Should  any  provision  of  this  agreement  be  held
          invalid,  illegal  or  unenforceable  in  any  respect,  the
          validity,  legality  and  enforceability  of  the  remaining
          provisions shall  not  in  any  way  be affected or impaired
          thereby.

              4. No modification of any  term  or  condition  of  this
          agreement  shall be valid unless the same is made in writing
          by parties authorized to do so.




          _I_N _W_I_T_N_E_S_S _W_H_E_R_E_O_F , the parties hereto  have  hereunto  set
          their  hands  and  seals  and  duly  executed  this  license
          agreement the day and year first above written.



          ____________________________     UNIVERSITY OF LOWELL

          By _________________________     By ________________________

          Title_______________________     Title______________________
