LICENCE AGREEMENT FOR DIGITAL PRODUCTS

THIS is a legal Agreement between you, the "End-User", and HER
MAJESTY THE QUEEN IN RIGHT OF CANADA ("Canada"), represented by the
Minister of Energy, Mines and Resources regarding the terms and
conditions of the use of the Digital Products.  BY OPENING THE
DIGITAL PRODUCTS PACKAGE DELIVERED WITH THIS AGREEMENT, 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 UNOPENED
DIGITAL PRODUCTS PACKAGE AND ANY ACCOMPANYING ITEMS (including
written materials) TO THE PLACE YOU OBTAINED THEM FOR A FULL
REFUND.

WHEREAS Canada is the owner of the proprietary rights in the data
("Data") and the computer program ("Software"), which are referred
to collectively as "Digital Products", delivered with this
Agreement;

WHEREAS the End-User wishes to obtain the right to use the Digital
Products;

AND WHEREAS Canada is prepared to license to the End-User the right
to use the Digital Products for the End-Users' own internal use
subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, Canada and the End-User for valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the
parties, covenant and agree as follows: 

1.   The End-User acknowledges that the Digital Products are
     protected under the Copyright Act of Canada.

2.   The Digital Products are licensed, not sold, to the End-User
     for use subject to the terms and conditions of this Agreement. 
     The End-User owns the disk(s) on which the Digital Products
     are recorded, but Canada retains all ownership interests in
     the Digital Products with the exception of coastline and
     shoreline data.  The data sets included in the Data covering
     coastlines and shorelines are the intellectual property of
     ESRI and are used herein with permission.  Copyright þ 1992
     Environmental Systems Research Institute, Inc.  All rights
     reserved.

3.   The End-User shall use the Digital Products only on a single
     computer.  The End-User must obtain a supplementary licence
     from Canada before using the Digital Products in connection
     with systems, multiple central processing units, computer
     networks, or emulations on a mainframe or minicomputer.

4.   The End-User shall not decompile, disassemble, reverse
     engineer, create a derivative work, reverse translate or in
     any other way derive any source code from the Software.

5.   The End-User may make one (1) copy of the Digital Products for
     the purpose of backup only, which copy may not be used except
     in the event that the primary copy is damaged, destroyed or
     lost.  The End-User shall reproduce on the backup copy the
     copyright notice appearing on the disk(s) on which the Digital
     Products are recorded.

6.   Except as provided in Article 5 above, the End-User shall not
     duplicate or reproduce the Digital Products, in whole or in
     part, in any form or format whatsoever without the prior
     written consent of Canada.

7.   The End-User shall not sell, loan, lease, distribute, transfer
     or sublicense the Digital Products or otherwise assign any
     rights under this Agreement to any third party without the
     prior written consent of Canada.

8.   If the End-User wishes to make any other copies of the Digital
     Products for internal use, written authorization for such
     copies must be obtained from Canada prior to any copies being
     made and a royalty fee will be charged for each additional
     copy of the Digital Products made by the End-User.

9.   The Digital Products are provided on an "as is" basis and
     Canada makes no guarantees, representations or warranties
     respecting the Digital Products, either expressed or implied,
     arising by law or otherwise, including but not limited to,
     effectiveness, completeness, accuracy or fitness for a
     particular purpose.  Canada is not inviting reliance on the
     Digital Products, and the End-User should alway verify the
     actual data.

10.  Canada shall not be liable in respect of any claim, demand or
     action, irrespective of the nature of the cause of the claim,
     demand or action alleging any loss, injury or damages, direct
     or indirect, which may result from the End-User's use or
     possession of the Digital Products or in any way relating to
     this Agreement. Canada shall not be liable in any way for loss
     of profits or contracts, or any other consequential loss of
     any kind resulting from the End-User's use or possession of
     the Digital Products or in any way attributable to this
     Agreement. 

11.  The End-User shall indemnify and save harmless Canada and its
     Ministers from and against any claim, demand or action,
     irrespective of the nature of the cause of the claim, demand
     or action, alleging loss, costs, expenses, damages or injuries
     (including injuries resulting in death) arising out of the
     End-User's use or possession of the Digital Products or in any
     way relating to this Agreement. 

12.  This Agreement shall be interpreted in accordance with the
     laws in force in the Province of Ontario, Canada.