                     SOFTWARE LICENCE AGREEMENT

BY INSTALLING AND EXECUTING THE SOFTWARE KNOWN AS JRBUTILS YOU 
(THE "LICENSEE") BECOME A PARTY WITH JRB SOFTWARE LIMITED 
("JRBSOFTWARE") TO THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND
BY THE FOLLOWING TERMS AND CONDITIONS.

1.    DEFINITIONS

      In this Agreement:

      "Licence Fee" means the sums payable by the Licensee for the use of 
      the Software.

      "Intellectual Property Rights" means all property in the Software 
      and rights to patents, licences, trade marks, trade names, inventions, 
      trade secrets, copyrights, and know-how relating to the origin, 
      manufacture, programming, operating and/or servicing of the Software 
      and any enhancements or modifications relating thereto;

      "Software" means the combination of programs and supporting 
      documentation (including any manuals) which comprise JRBUTILS 
      including any upgrades or enhancements made available by JRBSOFTWARE.


2.    LICENCE

2.1   Subject to payment of the Licence Fee, JRBSOFTWARE grants to the 
      Licensee a non-exclusive, perpetual, non-transferable licence for the 
      Licensee to use the Software for its own internal business purposes 
      and in accordance with the terms and conditions set out in this
      Agreement.

2.2   A single licence entitles the Licensee to use the Software on all of 
      the Licensee's networks within an area defined by a 30 Km diameter 
      circle.


3.    LICENCE FEE

3.1   The Licensee covenants to pay to JRBSOFTWARE the Licence Fee within 
      30 days of commencement of the Agreement.

3.2   If the Licensee fails to pay all or any part of the Licence Fee when 
      due, JRBSOFTWARE may (without prejudice to any other rights or remedies 
      conferred on JRBSOFTWARE hereunder, or at law) terminate the Agreement.

3.3   The Licensee if resident in New Zealand will, in addition to the 
      Licence Fee, pay all goods and services tax.

3.4   Payment of the Licence Fee must be made without any deduction 
      whatsoever.


4.    PROTECTION OF LICENSOR'S INTELLECTUAL PROPERTY RIGHTS

4.1   The Licensee acknowledges that the Intellectual Property Rights in the 
      Software belong to JRBSOFTWARE. The Licensee undertakes not to copy, 
      decompile, reverse engineer, translate, adapt, vary, modify, distribute 
      or publish the Software except as expressly permitted by this Agreement.

4.2   The Licensee will treat all information communicated in confidence 
      under or in connection with this Agreement as confidential unless: 
      (i) it is published by JRBSOFTWARE; or (II) enters the public domain
      other than through breach of this Agreement by the Licensee.

4.3   The Licensee covenants that it will:

      (a) at all times take all reasonable steps to ensure the non-disclosure 
          and confidentiality of the Software and all matters relating 
          thereto;

      (b) use its best endeavours to bind its officers and employees and 
          agents not to disclose, communicate, copy or reveal for any purpose 
          whatsoever the Software or any part thereof except as permitted by
          this clause and the Licensee accepts liability for any breach of 
          this Agreement by its officers and employees and agents;

      (c) not transfer, assign, sub-licence, charge or otherwise deal in the 
          Software other than in accordance with the terms of this Agreement;

      (d) maintain all copyright notices on all copies of the Software; and

      (e) notify JRBSOFTWARE immediately it becomes aware that any person 
          may have unauthorised knowledge, possession or use of the Software.

4.4   The Licensee's obligation to ensure non-disclosure and confidentiality 
      under this Clause 4 will survive termination of this Agreement.


5.    WARRANTY AND LIMITATION OF LIABILITY

5.1   The Software is provided on an `AS IS WHERE IS' basis. JRBSOFTWARE 
      gives no warranties or representations, either express or implied and 
      all representations and warranties (except any which may not be 
      lawfully excluded) are expressly excluded. However, if the Software 
      is materially defective, JRBSOFTWARE will, at its option, replace or
      repair the Software or refund the Licence Fee.

5.2   JRBSOFTWARE will under no circumstances be liable to the Licensee 
      under the law of tort, contract or otherwise (including negligence) 
      for any loss of profits or any indirect or consequential loss or 
      damage, however caused, arising out of or in connection with the use 
      of the Software.

5.3   JRBSOFTWARE's liability to the Licensee arising out of any claim for 
      damages for any cause whatsoever made under this Agreement will under 
      no circumstances exceed in aggregate the total amount of the sums
      actually paid by the Licensee to JRBSOFTWARE.


6.    DEFAULT AND TERMINATION

6.1   This Agreement is effective on the date the Licensee downloads and/or 
      installs the Software, and will remain in force until terminated.

6.2   This Agreement will automatically terminate if the Licensee breaches 
      any of the terms or conditions of this agreement.

6.3   Licensee may terminate this Agreement at any time by destroying the 
      Software and all copies.

6.4   Upon termination of this Agreement the Licensee must cease use of the 
      Software and will promptly return to JRBSOFTWARE or certify destruction 
      of all copies of the Software.

7.    GENERAL

7.1   This Agreement shall be governed by and construed in accordance with 
      the laws of New Zealand.

7.2   The Licensee may not assign or transfer this Agreement or any of its 
      rights or obligations hereunder without the prior written consent of 
      JRBSOFTWARE.

7.3   If any provision of this Agreement is found to be invalid or 
      unenforceable, the remaining provisions will continue in full force 
      and effect. If any provision is unenforceable due to scope or breadth, 
      the provision shall be valid to the extent permitted by law.

7.4   No waiver of any breach of this Agreement by either party will be
      effective except an express waiver in writing signed by the party 
      against whom enforcement of the waiver is sought.  A waiver of either 
      party's rights or remedies will not constitute a waiver of any other 
      breach of this Agreement.

7.5   This Agreement embodies the entire understanding of the parties 
      relating to the matters referred to and supercedes all other 
      agreements and representations made by the parties whether oral or 
      written.  No amendment to this Agreement will be binding on either 
      party unless confirmed in writing by both parties.
