New England Research & Design Software                W. Chesterfield, NH 03466

                  New England Research & Design Software
          Program License Agreement for the Modem Test Pack (MTP)

PRODUCT YOU SHOULD CAREFULLY READ THIS AGREEMENT.  YOU WILL INDICATE YOUR
ACCEPTANCE OF THIS AGREEMENT BY YOUR INITIAL USE OF THE MODEM TEST PACK
PRODUCT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD
PROMPTLY RETURN THE UNUSED MODEM TEST PACK  PRODUCT AND ANY MONEY YOU HAVE
PAID WILL BE REFUNDED.

New England Research & Design Software only distributes the MODEM TEST PACK
programs and other files including all documentation files (herein referred
to as "the MODEM TEST PACK Product ") on an "AS IS" basis.  The terms of
the "AS IS" license follow. They are all protected by national and
international copyright laws and agreements and there may be patent
protection for some portions of some products.

                                  LICENSE

This is a license agreement and not an agreement for sale. You obtain no
rights other than the license granted you by this Agreement.  Title to the
MODEM TEST PACK Product, and any copy made from it, is retained by New
England Research & Design Software.  New England Research & Design Software
licenses your use of the MODEM TEST PACK  Product in the United States and
Puerto Rico.
 
You assume all responsibility for the selection of the MODEM TEST PACK
Product to achieve your intended results, the installation of and correct
use of the MODEM TEST PACK  Product.
 
You may use a copy of the MODEM TEST PACK Product on one machine at a time.

You may make copies of the MODEM TEST PACK Product for backup purposes in
support of your use.  You shall reproduce and include the copyright notices
and any other legend on all such copies of the MODEM TEST PACK Product.
These are to be prominently displayed and easily legible and contain the
following:

  "MODEM TEST PACK Rel. 2.0
   (c) Copyright New England Research & Design Software, 1992-94.
   All Rights Reserved.  Pats. Pend."
 
You may not make additional license copies of the MODEM TEST PACK product
for distribution and use within your enterprise or organization.

You may not distribute copies of the MODEM TEST PACK product to any third
party or over networks by means of electronic "bulletin boards".

You may not use, copy or distribute the MODEM TEST PACK product except as
provided in this Agreement or as otherwise specified by New England
Research & Design Software in writing.

You may not modify, merge or transfer copies of the MODEM TEST PACK
Product.

You may not reverse assemble or reverse compile the MODEM TEST PACK
Product.

You may not sub-license, rent, lease, or assign the MODEM TEST PACK Product
or any copy of it.
 

                          DISCLAIMER OF WARRANTY

NEW ENGLAND RESEARCH & DESIGN SOFTWARE LICENSES THE MODEM TEST PACK PRODUCT
ON AN "AS IS" BASIS, EXCLUSIVE OF ANY WARRANTY, EXPRESS OR IMPLIED,
INCLUDING, BUT  NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

Some states do not allow the exclusion of implied warranties, so the above
exclusion may not apply to you.

                          LIMITATION OF REMEDIES

New England Research & Design Software's entire liability and your
exclusive remedy shall be as set forth in this Section.
 
For any claim related to the subject matter of this Agreement, New England
Research & Design Software's liability for actual damages, regardless of
the form of action, will be limited to the money you paid to New England
Research & Design Software for the license for the copy of the MODEM TEST
PACK Product that caused the damages or that is the subject matter of, or
is directly related to, the cause of action. This limitation will not apply
to claims for bodily injury or damages to real or tangible personal
property for which New England Research & Design Software is legally
liable. In no event will New England Research & Design Software be liable
for any lost profits, lost savings, or any incidental damages or other
economic consequential damages, even if New England Research & Design
Software, an New England Research & Design Software Authorized Dealer or an
New England Research & Design Software approved supplier has been advised
of the possibility of such damages, or for any damages claimed by you based
on any third party claim.
 
Some states do not allow the limitation or exclusion of incidental or
consequential damages so the above limitation or exclusion may not apply to
you.

                                  GENERAL

New England Research & Design Software does not guarantee that the Modem
TEST PACK Product's operation will be uninterrupted or error free.  New
England Research & Design Software does not provide service or defect
correction for the MODEM TEST PACK product.
 
If you have not already paid New England Research & Design Software for
this product, you agree to send payment to New England Research & Design
Software at the following address:

  New England Research & Design Software
  Gulf & Merrifield Roads
  HCR 10  No 133
  West Chesterfield, NH  03466-9704  USA

You may terminate your license at any time by destroying all your copies of
the MODEM TEST PACK product.  New England Research & Design Software may
terminate your license if you fail to comply with the terms and conditions
of this Agreement.  Upon such termination, you agree to destroy all your
copies of the MODEM TEST PACK product.

If it this product is a time controlled demonstration copy you do not owe
anything.  The other restrictions and requirements still are in force. This
license terminates when the demonstration period ends and you agree to
destroy all copies at that time.


You agree that you are responsible for payment of any taxes resulting from
this Agreement.
 
Licensee may not bring an action, regardless of form, arising out of this
Agreement more than two years after the cause of action arose. This
Agreement will be construed under the laws of the State of New Hampshire.
