Harlequin(R) MLWorks(TM) Software License Agreement 

IMPORTANT: IN ORDER TO INSTALL THIS SOFTWARE, YOU MUST FIRST READ THE
FOLLOWING TERMS AND CONDITIONS.  BY RESPONDING "YES" AT THE END OF
THIS DOCUMENT, YOU ARE EXPRESSLY AGREEING TO BE BOUND BY ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, RESPOND "NO"; THE
INSTALLATION PROCESS WILL BE ABORTED AND YOU MAY RETURN THE SOFTWARE
TO HARLEQUIN FOR A REFUND.

1.  License Grant.  Harlequin Limited and Harlequin Incorporated, and
their affiliates, ("Harlequin") grant to the Customer ("you") a
non-exclusive, non-transferable license to use one (1) copy of the
applicable version of Harlequin's MLWorks software program
("Software") solely for the purposes of developing applications
written in the Standard ML programming language.  You acknowledge that
the media may contain multiple versions of the Software, including,
but not limited to, the Personal Edition, the Professional Edition,
and the Enterprise Edition and that you are licensed to use only that
version and the number of copies for which you have paid.  If you
order and pay for additional licenses, then such version shall become
licensed Software under this Agreement and your use of it shall be
subject to the terms and conditions of this Agreement.  This license
does not permit the use of the Personal Edition for any commercial
purpose whatsoever, including but not limited to, the development of a
commercial or for-sale software program.  You may not modify, reverse
compile, disassemble, or otherwise reverse engineer the Software,
except that in the European Community, you may reverse engineer only
for interoperability purposes and then only if all conditions of
Article 6 of Council Directive 91/250/EEC are met.

2.  Copying; Redistribution.  You may use the Software only on a
single computer at a time.  You may not copy the software except as
necessary to exercise your rights under this Agreement and to make one
(1) copy of the Software in machine readable form for back-up or
archival purposes only.  This license does not permit the distribution
of the Software, or any part thereof, to any third party.

3.  Purchase Orders.  You shall pay the appropriate license fees to
Harlequin within thirty (30) days of the invoice date. Acceptance of
the Software shall be deemed to occur on the tenth day after
shipment. In no event shall the terms of any purchase order become
binding on Harlequin even if an acknowledgment copy is signed by
Harlequin.

4.  Ownership; Confidentiality.  You acknowledge and agree that the
Software contains the confidential and proprietary information of
Harlequin and its licensors and is provided solely under the terms and
conditions of this Agreement.  All right, title to, ownership of and
all patent, copyright, trade secret, trademark and all other
proprietary rights in the Software shall remain in Harlequin or its
licensors. You shall not remove any product identification, copyright
notices, or other legends set forth on the Software and shall
reproduce all such notices on any copies.  You shall have no right in
Harlequin's trademarks in connection with the Software, or with its
promotion or publication, without Harlequin's prior written approval.

5.  Warranty Exclusion.  THE SOFTWARE IS LICENSED "AS IS" WITHOUT
WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

6.  Limitation of Liability. IN NO EVENT SHALL HARLEQUIN OR ITS
LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES EVEN IF HARLEQUIN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  IN NO EVENT SHALL HARLEQUIN'S
LIABILITY EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR USE OF THE
SOFTWARE.

7.  Government Supply. This Software is a commercial computer software
program developed at private expense and is subject to the following
restricted rights legend: "Use, duplication, or disclosure by the
United States Government is subject to restrictions as set forth in
(i) FAR 52.227-14 Alt III, (ii) FAR 52.227-19; as applicable.  Use by
agencies of the Department of Defense (DOD) is subject to Harlequin's
commercial license as contained in the accompanying license agreement,
in accordance with DFAR 227.7202-1 (a).  For purposes of the FAR, the
Software shall be deemed 'unpublished' and licensed with disclosure
prohibitions, rights reserved under the copyright laws of the United
States.  Harlequin Incorporated, One Cambridge Center, Cambridge,
Massachusetts 02142." You agree to include this notice in any
application you distribute written using this Software including any
associated documentation.

8.  Export Control. You may not export or re-export the Software or
any underlying information or technology except in full compliance
with all United States and other applicable laws and regulations of
all applicable countries.

9.  Governing Law. This Agreement shall be construed in accordance
with the substantive laws of the Commonwealth of Massachusetts.

10. Non-Assignment; Entire Agreement. Except as in accordance with
this Agreement, you shall not sell, assign, sublicense or otherwise
transfer the Software without Harlequin's prior written consent. Any
such attempted transfer shall be void.  This Agreement constitutes the
entire agreement between the parties and supersedes all other
communications between the parties relating to the subject matter
hereof.  This Agreement may only be modified by a writing signed by
Harlequin.

11. Termination. Harlequin may terminate this Agreement if you fail to
comply with any of the terms and conditions of this Agreement. Upon
termination, you shall cease using the Software and shall destroy or
return to Harlequin all copies of the Software.

BY INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY
ITS TERMS AND CONDITIONS.

Copyright (C) 1998 Harlequin Group plc.  All Rights Reserved.
HARLEQUIN and MLWorks are registered trademarks of Harlequin Group plc.

