QOOLE SOFTWARE LICENSE AGREEMENT

This Limited Use Software License Agreement (the "AGREEMENT") is a
legal agreement between you, the end-user, and Lithium Software
("LITHIUM").  By continuing the installation of this editor program,
by loading or running the editor, or by placing or copying the editor
program onto your computer hard drive, you are agreeing to be bound
by the terms of this AGREEMENT.  If you do not agree to the terms of
this AGREEMENT, promptly return the editor program and the
accompanying items, along with your receipt to the place from where
you obtained them for a full refund. 

1.  Grant of License.  LITHIUM grants to you the limited right to use
one (1) copy of the enclosed editor program (the "SOFTWARE") on a
single computer.  You have no ownership or proprietary rights in or
to the SOFTWARE or the written materials accompanying the SOFTWARE.
For purposes of this section, "use" means loading the SOFTWARE into
RAM, as well as installation on a hard disk or other storage device.
The SOFTWARE, together with any archive copy thereof, shall be either
returned to LITHIUM or destroyed when no longer used in accordance
with this AGREEMENT, or when the right to use the SOFTWARE is
terminated.

2.  Commercial use.  You may use the SOFTWARE for commercial use,
granted that the SOFTWARE (created by LITHIUM) is given proper
recognition as one of the design tools in the creation of the product
or service for commercial use.

3.  Copyright.  The SOFTWARE is owned by LITHIUM and is protected by
United States copyright laws and international treaty provisions.
Thus you must treat the SOFTWARE like other copyrighted material.

4.  NO WARRANTY.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL LITHIUM BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING
INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OF THE
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.  General Provisions.  Neither this AGREEMENT nor any part or
portion hereof shall be assigned, sublicensed or otherwise
transferred by you.  Should any provision of this AGREEMENT be held
to be void, invalid, unenforceable or illegal by a court, the
validity and enforceability of the other provisions shall not be
affected thereby.  If any provision is determined to be
unenforceable, you agree to a modification of such provision to
provide for enforcement of the provision's intent, to the extent
permitted by applicable law.  Failure of a party to enforce any
provision of this AGREEMENT shall not constitute or be construed as a
waiver of such provision or of the right to enforce such provision.
If you fail to comply with any terms of this AGREEMENT, YOUR LICENSE
IS AUTOMATICALLY TERMINATED. 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU
UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE
INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR
BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU
AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS.  YOU
FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN
LITHIUM AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT
OF THE RIGHTS AND LIABILITIES OF THE PARTIES.  THIS AGREEMENT
SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS,
AND ANY OTHER COMMUNICATIONS BETWEEN LITHIUM AND YOU RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT. 

September 8, 1997