
LICENSE AGREEMENT


This License Agreement (this "Agreement") is made effective as of _________________ 
between Visual FX Software, Inc., of 32 North Woodhull Road, Huntington, NY 11743, 
and ___________________________________________________, 
of __________________________________, 
________________________, 
________________________ _________, 
________________________.

In the Agreement, the party who is granting the right to use the licensed property 
will be referred to as "Visual FX", and the party who is receiving the right to use 
the licensed property will be referred to as "________________________".

The parties agree as follows:

1.  GRANT OF LICENSE.  Visual FX owns FX Image Screen Saver Engine  ("Software").  
In accordance with this Agreement, Visual FX grants ________________________ a 
non-exclusive license to sell the Software.  Visual FX retains title and ownership of 
the Software.

2.  MODIFICATIONS.    Unless the prior written consent of Visual FX is obtained, 
________________________ may not modify or change the Software in any manner.

3.  DEFAULTS.  If ________________________ fails to abide by the obligations of this 
Agreement, Visual FX shall have the option to cancel this Agreement by providing 
30 days' written notice to ________________________.________________________ shall 
have the option of preventing the termination of this Agreement by taking corrective 
action that cures the default, if such corrective action is taken prior to the end of 
the time period stated in the previous sentence, and if there are no other defaults 
during such time period.

4.  ARBITRATION.  All disputes under this Agreement that cannot be resolved by the 
parties shall be submitted to arbitration under the rules and regulations of the 
American Arbitration Association.  Either party may invoke this paragraph after 
providing 30 days' written notice to the other party.  All costs of arbitration shall 
be divided equally between the parties.  Any award may be enforced by a court of law.

5.  WARRANTIES.  Neither party makes any warranties with respect to the use, sale or 
other transfer of the Software by the other party or by any third party. In no event 
will Visual FX be liable for direct, indirect, special, incidental, or consequential 
damages, that are in any way related to the Software.

6.  TRANSFER OF RIGHTS.  This Agreement shall be binding on any successors of the 
parties. Neither party shall have the right to assign its interests in this Agreement 
to any other party, unless the prior written consent of the other party is obtained.

7.  TERMINATION.    This Agreement may be terminated by either party by providing 
30 days' written notice to the other party. 

8. ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties and 
there are no other promises or conditions in any other agreement whether oral or 
written.  This Agreement supersedes any prior written or oral agreements between the 
parties.

9. AMENDMENT.  This Agreement may be modified or amended, if the amendment is made in 
writing and is signed by both parties.

10. SEVERABILITY.  If any provision of this Agreement shall be held to be invalid or 
unenforceable for any reason, the remaining provisions shall continue to be valid and 
enforceable.  If a court finds that any provision of this Agreement is invalid or 
unenforceable, but that by limiting such provision it would become valid or enforceable, 
then such provision shall be deemed to be written, construed, and enforced as so limited.

11. WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision 
of this Agreement shall not be construed as a waiver or limitation of that party's right 
to subsequently enforce and compel strict compliance with every provision of this 
Agreement.

12. APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of NY.



Licensor:
Visual FX Software, Inc.


By:	____________________________________________________
	Timothy F. Hitchings
	President


Licensee:
___________________________________________________


By:	____________________________________________________ 
	___________________________________________________

