@make(report)
@device{x2700}
@majorheading[Program Licensing Agreement]
This Agreement made on _____________, 1985, by and between ERCC and
SATELCOM INTERNATIONAL ("LICENSEE"), a Corporation, with offices at 46,
Avenue d'Ivry 75013 Paris, France.

In consideration of the mutual covenants herein contained, the parties do
hereby agree as follows:
@section(DEFINITIONS)
@subsection( )
"Licensed Program" shall be each program in software or firmware form
specified in Schedula A to this Agreement including future additions thereto.
The term @B("Licensed Program") shall specifically include documentation and
related materials pertinent hereinafter furnished to Licensee by ERCC for
use in connection with a Licensed Program.
@subsection( )
"Use" shall mean the copying/duplicating of any portion of a Licensed Program
from storage units or media into equipment for processing or the utilization
of any Licensed Program in the course of the operation of Licensee's Equipment.
@Section(LICENSE GRANT)
@subsection( )
ERCC hereby grants to LICENSEE a non-exclusive, non-licensable, non-assignable
license to Use the Source Code Licensed Programs specified in Schedule A herein
solely for the purpose of adapting or incorporating such Licensed Programs
for operation in connection with Licensee's Equipment.  Such license is
expressly contingent upon Licensee's strict adherence to all of the terms
and conditions of this Agreement and upon Licensee's maintaining such source
code in strict confidence and disclosing it only to those employees having a
need to know related to the intent and purpose of this Agreement.
@subsection( )
ERCC hereby grants LICENSEE a non-exclusive, non-licensable, non-assignable
license to Use the machine readable Object Code Licensed Program specified
in Schedule A, or concepts embodied therein, on Licensee's Equipment for
the particular Licensed Program.
@subsection( )
ERCC hereby grants to LICENSEE a non-exclusive, non-assignable right to
grant non-exclusive, non-assignable sublicenses to Use the machine readable
Object Code Licensed Programs or concepts embodied therein.
@section(SOFTWARE MAINTENANCE SERVICES)
@subsection( )
For a period of ninety (90) days following delivery of the Product, Licensee
shall have the right to receive from ERCC maintenance support for such Licensed
Programs listed in Schedule A hereto.  Maintenance support service shall
consist of efforts to correct documentated reproducible program errors
appearing through Use of such Licensed Programs provided, however, that such
Licensed Programs have not been modified by Licensee.  Such service with
respect to a given program error, will be provided only after ERCC receives
a request therefore from Licensee and shall be performed within the limits
of ERCC resources consistent with the obligations of ERCC to its other
Licensees and Customers.
@subsection( )
If ERCC is requested pursuant to Section 3.1 herein, to correct a program
error and such error is found to be caused by Licensee's negligence,
modification by Licensee, Licensee supplied data, operator error or misuse,
or any other cause not inherent in the Licensed Program, ERCC reserves the
right to charge Licensee for such maintenance support services on a time
and materials basis at ERCC then prevailing standard rates.
@subsection( )
Licensee shall be solely responsible for supporting and providing maintenance
of all or any part of the Licensed program and the Licensee Maual to its own
customers.  ERCC shall have no obligation to provide any consultation or
maintenance support to Licensee's customers with respect to all or any part
of the Licensed program or Licensee's manual.
@section[PROPRIETARY RIGHTS]
@subsection( )
Portions of the information including but not limited to the Licensed
Programs and related materials (hereinafter @B{"information"}) to be
supplied by ERCC hereunder are owned by ERCC and/or others and are 
proprietary in nature.  Licensee shall respect such claim of proprietary
rights and shall not use such information except for the purposes for which
it is being made available, as set forth in this Agreement and shall not
reproduce, print, disclose, or otherwise make said information available to
any third party, in whole or in part, in whatever form.
@subsection( )
Licensee shall take those actions required to maintain control of the
information, consisting of written records, agreements and other reasonable
measures, with its employees to satisfy its obligations under this
Agreement with respect to the use, copying, protection and security of the
information.
@subsection( )
The obligations set forth in Sections 4.1 and 4.2 shall survive any termination
of this agreement.

Any code written by Licensee himself (i.e. not compiled from Licensed Programs)
shall remain Licensee's property and therefore shall not be covered by the
terms of this Agreement, even though Licensed Programs have been used as
guidelines to produce such code.
@section[TERMINATION]
@subsection( )
@begin(itemize)
ERCC shall have the right to terminate this Agreement including all
licenses herein granted in the event Licensee fails to perform any obligation
required of Licensee under this Agreement.

Such termination shall become effective thirty (30) days after the mailing
of written notice to Licensee, unless Licensee shall cure all failures in
performance within said thirty (30) days period.
@end(itemize)
@subsection( )
In the event this Agreement is terminated Licensee shall, on the effective
date of termination, immediately discontinue the Use of each Licensed Program
and any and all portions thereof.  Within five (5) days after the effective
date of termination, Licensee shall deliver to ERCC, each Licensed Program
and all related materials, and any and all copies and/or portions of the
same.
@section[SUBLICENSING PROHIBITED]
@subsection( )
Licensee shall not sublicense any of the rights herein granted nor shall it
distribute said Licensed Programs or any portion thereof or authorize any 
other party to distribute or use said Licensed Programs or any portion thereof
except as specifically set forth in Section 2.3.
@section[LIMIT OF LIABILITY]
@SUBSECTION[  ]
@B{ERCC MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE WITH REGARD TO ANY LICENSED PROGRAM AND/OR RELATED
MATERIALS TO BE FURNISHED BY ERCC.  IN NO EVENT SHALL ERCC BE LIABLE FOR ANY
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THE EXISTENCE, FURNISHING, FAILURE TO FURNISH, OR USE OF ANY LICENSED
PROGRAM AND/OR RELATED MATERIAL AND/OR DEVICE.}
@SUBSECTION( )
Licensee shall hold ERCC and owner(s) harmless from any loss, claim or damage
to person or property arising out of Licensee's use or possession of the
Licensed Programs or related materials provided that such loss, claim or
damage was not caused by the fault or negligence of ERCC or owner(s) or of
their employees or representatives.
@section[IDEMNIFICATION AGAINST INFRINGEMENT]
@subsection[ ]
ERCC represents that it has the sufficient right, title and interest in the
Licensed Program to make this Agreement.  ERCC agrees, at its own expense, to
defend Licensee and hold it harmless against any suite, claim, or proceeding
brought against Licensee alleging that any use of the Licensed Program as
delivered by ERCC infringes any patent, copyright or trademark or any trade
secrets of any third parties, provided that Licensee (i) promptly notifies in
writing of any such suite, claim or proceeding, (ii) gives ERCC all information
and assistance necessary to defend such suit, claim or proceeding and (iii)
does not enter into any settlement of any such suit, claim or proceeding
without ERCC consent, which will not be unreasonably withheld.
@subsection( )
Following notice of a suite, claim or proceeding or a threat of suit, claim 
or proceeding requiring indemnification under section 8.1 above, ERCC shall
have the right, but no obligation, to procure for Licensee the right or
license to use the Licensed Program as furnished hereunder, or, without
obligation to do so, to replace or modify the Licensed Program to make the
same noninfringing.  If ERCC elects to replace or modify the Licensed Program,
such replacement shall substantially meet the specifications set forth by
ERCC for the Licensed Program.
@subsection( )
ERCC shall have no liability whatsoever for any claim that ERCC lacks right,
title and interest to the Licensed Program or any claim of copyright or
patent infringement, based on Licensee's modification or combination of the
Licensed Program with non-ERCC hardware or software, including the Equipment,
if such claim would have been avoided by the exclusive use of the Licensed
Program or would have been avoided had the Licensed Program not been
modified, combined or integrated with the Equipment and/or non-ERCC software
programs.  Licensee agrees, at its own expense, to defend ERCC and hold it
harmless against any suit, claim or proceeding arising under this subsection
8.3 provided that ERCC (i) promptly notifies Licensee in writing of any such
suit, claim or proceeding, (ii) allows Licensee, at its expense, to direct
the defense, (iii) gives Licensee full information and assistance necessary
to defend such suit, claim or proceeding and (iv) does not enter into any
settlement of any such suit, claim or proceeding without Licensee's consent,
which will not be unreasonably withheld.

THE FOREGOING STATES THE ENTIRE LIABILITY OF ERCC WITH RESPECT TO INFRINGEMENT
OF ANY COPYRIGHTS OR PATIENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.
@SECTION[MISCELLANEOUS]
@subsection( )
This Agreemtnt shall not be binding on the parties until it has been accepted
by ERCC at its home office.
@subsection( )
This agreement shall be governed in all respects by the law of the United
Kingdom and subject to the jurisdiction of the courts therein.
@section[TERMS AND CONDITIONS]
@subsection[Taxes]
Prices are exclusive of all sales, use and like taxes.  Any tax ERCC may
be required to collect or pay upon the sale or delivery of the products shall
be paid by Licensee, or in lieu thereof, Licensee shall provide a tax
exemption certificate acceptable to the taxing authorities.  All required
import/export duties, licenses and fees shall be payable by Licensee in
addition to the stated prices.
@subsection[Delivery]
Delivery will be made F.O.B. ERCC premised with shipping charges to be paid
by Licensee to carrier.  In the absence of specific instructions, ERCC will
select the carrier but shall not thereby assume any liability in connection
with shipment, nor shall the carrier be construed to be the agent of ERCC.
ERCC shall not be liable for any damages or penalty for delay in delivery or
for failure to give notice of delay when such delay is due to the elements,
acts of God, delays in transportation, or any other cause beyond the 
reasonable control of ERCC.
@subsection[Payment]
Terms are thirty (30) days after shipment of Licensed Product for the Source
License Fee (as per Schedule A) and thirty (30) days after shipment of object
code to the end-user for the binary distribution License (as per Schedule A).
On accounts not paid when due, interest shall be charged and payable at the
rate of one percent (1%) per month on the amount of the unpaid balance.
@subsection[Export Controls in General]
In exercising its rights under this Agreement, Licensee agrees to comply
strictly and fully with all export controls imposed on the Licensed Program
by any country or organization of nations within whose jurisdiction Licensee
operates or does business.  Examples of organizations of nations that may have
export controls pursuant to treaty or international agreement are: the North
Atlantic Treaty Organization, the European Economic Community, the Andean
Common Market, and the Association of Southeast Asian Nations.
@subsection[Enforceability]
No delay or failure of either party in exercising any right hereunder and
no partial or single exercise hereof shall be deemed to constitute the waiver
of such right or any other rights hereunder.  If any provision of this
Agreement shall become inoperative or unenforceable as applied in any
particular case or became in conflict with any other provisions hereof, such
circumstances shall not have the effect of rendering the provision in question
invalid, inoperative or unenforceable in any other case or circumstances.  The
invalidity of any one or more phrases, sentences, clauses or sections in this
Agreement contained shall not affect the remaining portion of this Agreement
or any part thereof.
@subsection[Agreement]
This Agreement supersedes and cancels all prior agreements, if any, by the
parties hereto and constitutes the entire unerstanding between the parties with
respect to the subject matter thereof.
@begin[verbatim]



@B{ERCC}                               @B{LICENSEE}

By:_____________________________       By:_____________________________

Title:__________________________       Title:__________________________
@end[verbatim]

@newpage
@majorheading[Schedule A]
@majorheading[Licensed Programs]
@begin[verbatim]
@B[@U{ITEM NO.}                    @U{DESCRIPTION}

   1.         Logical Link Control Package, fully conformant 
              to ISO/DIS 8802/2 and IEEE 802.2.  Implemented
              in standard C language, ready to port.  Source
              code on 5" 1/4 floppy disks (IBM PC format).

   2.         Internet Protocol Package, conformant to ISO/DIS
              8473, limited to Null Internet Subset.  Rest as
              per Item No. 1.

   3.         Class 4 transport Protocol Package, fully conformant
              to ISO/DIS/8072, ISO/DIS 8073 and ISO/DP/8602.
              Rest as per Item No. 1.

@U{CHARGES}       The Standard, non-exclusive License Fee for Source
              and Distribution of Binary is given below:

              Source Licence:  @T{#}5,000 (Five Thousand Pounds Sterling)

              Binary Distribution License:
              First Copy:      No Charge
              Second Copy:     @T{#}5,000 (Five Thousand Pounds Sterling)
              Subsequent Copies: No Charge]

@end[format]