LICENSE AGREEMENT

This Agreement, dated ________________, is entered into by Mentec Inc., 
a Massachusetts Company, located at 55 Technology Drive, Lowell, MA 
01851, U.S.A. (MENTEC), and 
_____________________________________________ having a residence at 
__________________________________________________________ 
(CUSTOMER).

Whereas, MENTEC owns the rights to the following PDP-11 Operating 
Systems and associated layered products (RT-11 V5.3 or prior, RSTS/E 
V9.6 or prior, RSX-11M V4.3 or prior, RSX-11M PLUS V3.0 or prior) 
(SOFTWARE TECHNOLOGY) and is prepared to grant a non-exclusive license 
to use such 
SOFTWARE TECHNOLOGY for personal, non-commercial purposes;

Whereas, CUSTOMER desires to enter into a License Agreement which will 
allow CUSTOMER to use such software technology at his or her residence 
for personal, non-commercial purposes; 

MENTEC and CUSTOMER agree as follows: 

1  DEFINITIONS

SOFTWARE TECHNOLOGY shall mean the binary versions of the PDP-11 
Operating Systems (RT-11 V5.3 or prior, RSTS/E V9.6 or prior, RSX-11M 
V4.3 or prior, RSX-11M PLUS V3.0 or prior), and associated utilities 
and layered products that run on PDP-11 computers.

MENTEC'S INTELLECTUAL PROPERTY RIGHTS shall mean MENTEC's patent, 
copyright and trade secret rights in its SOFTWARE TECHNOLOGY.

EMULATOR shall mean software owned by Digital Equipment Corporation 
that emulates the operation of a PDP-11 processor and allows PDP-11 
programs and operating systems to run on non-PDP-11 systems. 

2  LICENSE GRANT

MENTEC grants to CUSTOMER a worldwide, non-exclusive, royalty-free 
license under MENTEC's INTELLECTUAL PROPERTY RIGHTS to use and copy the 
SOFTWARE TECHNOLOGY solely for personal, non-commercial uses in 
conjunction with the EMULATOR. 


3  TECHNOLOGY TRANSFER AND ACCEPTANCE 

3.1 CUSTOMER is responsible for obtaining copies of SOFTWARE TECHNOLOGY 
and accepts the SOFTWARE TECHNOLOGY "AS IS". 

3.2 MENTEC is under no obligation to supply SOFTWARE TECHNOLOGY, 
documentation, error corrections or updates to the SOFTWARE TECHNOLOGY 
if or when they become available, or to provide training, support or 
consulting for the SOFTWARE TECHNOLOGY. 


4   WARRANTY DISCLAIMER/LIMITATION OF LIABILITY

MENTEC DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY SOFTWARE TECHNOLOGY  
LICENSED TO CUSTOMER HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS.  IN NO EVENT SHALL MENTEC BE LIABLE FOR 
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL  DAMAGES OR ANY DAMAGES 
WHATSOEVER RESULTING FROM LOSS OF USE OR DATA, WHETHER IN AN ACTION OF 
CONTRACT, NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER 
TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR 
PERFORMANCE OF ANY SOFTWARE TECHNOLOGY LICENSED HEREUNDER.


5  INDEMNITY

CUSTOMER will hold MENTEC harmless against all liabilities, demands, 
damages, expenses, or losses arising out of use by CUSTOMER of SOFTWARE 
TECHNOLOGY or information furnished under this Agreement.  


6  TERM AND TERMINATION

6.1 This Agreement shall be effective until otherwise terminated.  
Either party may terminate this Agreement at any time upon 30 days 
written notice. 

6.2 If CUSTOMER shall fail to perform or observe any of the terms and 
conditions to be performed or observed by it under this Agreement, 
MENTEC may in its sole discretion thereafter elect to terminate this 
Agreement, and this Agreement and all the obligations owed and rights 
granted herein to CUSTOMER shall immediately terminate. 

6.3 The parties agree that the termination of this Agreement shall not 
release either party from any other liability which shall have accrued 
to the other party at the time such termination becomes effective, nor 
affect in any manner the survival of any right, duty or obligation of 
either party.
 
6.4 In the event of any termination of this Agreement for any reason, 
CUSTOMER shall delete all original and all whole or partial copies and 
derivatives of the SOFTWARE TECHNOLOGY from his or her computer system. 
CUSTOMER further shall cease to use and distribute the SOFTWARE 
TECHNOLOGY 
in all forms immediately upon the date of termination. 


7  GENERAL TERMS 

7.1 This Agreement shall be governed by the laws of the Commonwealth of 
Massachusetts.

7.2 This Agreement imposes personal obligations on CUSTOMER. CUSTOMER 
shall not assign any rights under this Agreement not specifically 
transferable by its terms without the written consent of MENTEC.

7.3 The SOFTWARE TECHNOLOGY obtained under this Agreement may be 
subject to US and other government export control regulations.  
CUSTOMER assures that it will comply with these regulations whenever it 
exports or re-exports a controlled product or technical data obtained 
from MENTEC or any product produced directly from the SOFTWARE 
TECHNOLOGY. 
 
7.4 The waiver of a breach hereunder may be effected only by a writing 
signed by the waiving party and shall not constitute a waiver of any 
other breach. 

7.5 CUSTOMER acknowledges that he has read this Agreement, understands 
it and agrees to be bound by its terms and further agrees that it is 
the complete and exclusive statement of the Agreement between the 
parties which supersedes all communications and understanding between 
the parties relating to the subject matter of this Agreement.


 
