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			 Source License Agreement

The following is a license agreement  drawn up between Bolt, Beranek,  and
Newman,  hereinafter  referred  to  as   "BBN",  and  The  LISP   Company,
hereinafter referred to as "TLC", concerning BBN's desire to obtain rights
to TLC's source code for the multi-bank Z-80 LISP, hereinafter referred to
as the "Source".


Source License:   TLC agrees  to grant  and BBN  agrees to  accept on  the
following terms and conditions, a nontransferable and nonexclusive license
to use the Source on Z-80 computers.

Restrictions on Use: Neither the license granted under this agreement  nor
the Source to which it applies may be assigned, sublicensed, or  otherwise
transferred by BBN without the prior written consent of TLC.

Back-up Copies of Programs: BBN may  make back-up copies of the Source  as
required  for  BBN's  own  use  only,  provided  that  BBN  must  maintain
appropriate records of the  number and location of  all such copies.   The
original and all copies of  the Source, or any  part thereof, made by  BBN
shall remain the property of  TLC. This does not  imply that TLC owns  the
media on which the Source is recorded.

Nondisclosure: BBN  agrees not  to provide,  disclose, or  make  otherwise
available the Source to any person  other than its employees for  purposes
necessary to BBN's use of the  Source. BBN further agrees that all  copies
of the Source will be strictly safeguarded against disclosure to or use by
persons not authorized by TLC  to use the Source,  and BBN will take  such
steps as are necessary to insure that the provisions of this agreement are
not violated by any employee of BBN. BBN recognizes that any  unauthorized
copying or disclosure  of the Source  will cause great  damage to TLC  and
that this damage may greatly exceed the  license fee paid by BBN and  that
injunctive relief may be appropriate to prevent such unauthorized  copying
or disclosure.

Term: The license granted under this agreement is effective from the  date
on which BBN signs this agreement and remains in force until terminated as
provided below.   BBN may  terminate this  license at  any time  upon  one
months' written notice to TLC.  TLC may terminate this license at any time
if BBN fails to comply with any of the terms of this agreement.

Termination: Within one  month after the  date of the  termination of  the
license granted under this agreement,  BBN will furnish TLC a  certificate
certifying that through BBN's  best efforts, and  to BBN's knowledge,  the
original and all copies, in whole or  in part, in any form, of the  Source
have been returned to TLC or destroyed.

Modifications, Enhancements,  and  Updates: TLC  agrees  to supply  BBN  a
description of all updates  and corrections to the  Source. BBN agrees  to
supply TLC with a description of  all updates and corrections made to  the
Source.  All rights and restrictions that pertain to the Source pertain to
a modified Source.

Limitations of Warranty  and Liability:  TLC makes  no warranties,  either
express or implied, with respect to the Source, its quality, performance,
merchantability or  fitness for  any particular  use.  The  TLC Source  is
licensed "as is" and with all faults.  In no event will TLC be liable  for
direct, indirect, incidental or consequential damages resulting from  any
defect in the Source even  if TLC has been  advised of the possibility  of
such damages. Some  states do  not allow  the exclusion  or limitation  of
impled warranties or liability for incidental or consequential damages, so
the above limitation may not apply to BBN.

Cost of License: BBN agrees to pay  TLC the sum of three thousand  dollars
($3000 US) for the use of the Source as described in this agreement.

As the authorized representative of BBN named below, I agree to the  terms
and conditions of the TLC Source Licence Agreement.

Name:

Title:

Date: