     SOFTWARE LICENCE AGREEMENT


     1.0 Grant of Licence

     1.1  The CSIRO Division of  Oceanography (herein referred to as
          "CSIRO")  hereby grants  you (hereinafter  referred to  as 
          the  "Licencee"),  subject  to  the  Licencee agreeing  to
          comply with the terms and  conditions of this Agreement, a
          non-transferable,   non-exclusive  licence   to  use   the
          computer  programs described in this document (hereinafter
          referred to  as  the   "Software")  for  the  purpose   of  
          the  Licencee's computing activity.

     1.2  CSIRO hereby grants the Licencee the right to  make copies
          of  the  Software  for   the  purpose  of  the  Licencee's
          computing activity only.

     1.3  The benefit of  the rights granted to the Licencee  by the
          Licence and this Agreement  generally shall be personal to
          the Licencee and the  Licencee shall not mortgage, charge,
          assign,  rent,  lease,  sell or  otherwise  dispose  of or
          transfer the same or any part to any third party.

     1.4  Unless  otherwise agreed  in  writing or  provided  for in
          this  Agreement, CSIRO  shall  be under  no  obligation or
          responsibility  to provide the Licencee with any training,
          maintenance  services,  enhancements  or  updates  of  the
          Software or any services whatsoever.


     2.0 Acknowledgment by the Licencee

     2.1  The Licencee acknowledges and agrees that it shall not:

          (i)   sell,  let for  hire or by  way  of  trade, offer or
                exhibit  or  expose  for sale  or  hire or otherwise
                distribute the Software for the purposes of trade or
                any other purpose;
 
          (ii)  authorise  or assist any third person  to do any
                of the acts set out in (i)  above;  

          (iii) modify  the  Software source code  without  advising
                CSIRO. 

     2.2 The Licencee agrees that:

          (a)  CSIRO  is  the  owner  of  all  copyright  and  other
               Intellectual  Property   Rights  subsisting  in   the
               Software;
      
          (b)  the document 'A  neutral  density  variable  for  the
	       world's oceans' by David Jackett and Trevor McDougall
	       must be  properly cited in any publication  reporting
	       results  derived from this document or obtained  from
	       application  and  use of  this  software.  Any of the
	       Licencee's documentation describing results generated
	       by the Licencee's use of the Software will contain an 
	       acknowledgement of CSIRO's ownership of the Software;

          (c)  CSIRO reserves all rights  in the Software other than
               the  rights   granted  to   the   Licencee  by   this
               Agreement;

          (d)  each  item  of  the Software  will  display  a banner
               summarising   the  terms   of   this   Agreement  and
               acknowledging  the source  of  the Software,  and the
               contents of  a banner  will not be  modified and  its
               display  will  not  be  inactivated  by  the Licencee
               without the approval of CSIRO.

     3.0 Indemnity

     3.1  To the full  extent permitted by  law, CSIRO  excludes any
          and  all liability  in  respect  of any  loss  or  damage,
          whether   personal  (includes  death  or  illness)  or  of
          property  and  whether direct,  consequential  or  special
          (including   consequential  financial  loss or  damage) of
          the Licencee, its  officers, agents and  employees or  any
          third party  howsoever caused,  which may  be suffered  or
          incurred  or which  may  arise directly  or  indirectly in
          respect of  or  arising  out  of  the  Licencee's  use  or
          inability to use  the Software or the failure or  omission
          on the  part of CSIRO  to comply  with the conditions  and
          warranties under  this  Licence  Agreement.    Insofar  as
          liability for  loss or damages  under or  pursuant to such
          legislation cannot  be  excluded,  CSIRO's  liability  for
          loss or  damages shall  be limited  to the  amount of  One
          Dollar ($1.00).

     3.2  CSIRO  make  no  warranties,  expressed  or  implied,  and
          excludes all  other warranties  representations, terms  or
          conditions, whether  express or implied,  oral or written,
          statutory  or  otherwise,  relating  in  any  way  to  the
          Software, or  to  this  Agreement, including  any  implied
          warranty of merchantability  or of fitness for  particular
          purpose.   To the full extent permitted  by the law of the
          Commonwealth of  Australia  or the  laws of  any State  or
          Territory  of  Australia,  any  conditions  or  warranties
          imposed by such  legislation are hereby  excluded.   In so
          far as  liability under  or pursuant  to such  legislation
          may not  be excluded,  CSIRO's liability  to the  Licencee
          pursuant to this Agreement shall be limited as  set out in
          clause 3.1 hereof.

     3.3  The  Licencee acknowledges  and agrees  that  the Software
          was developed  for CSIRO  research purposes  and may  have
          inherent  defects, errors or deficiencies, and  that it is
          the  responsibility  of  the  Licencee  to  make  its  own
          assessment  of the  suitability  of the  Software  for the
          purpose  of  the   Licencee's  computing  activity.    The
          Licencee will use  the Software, and  advice, opinions  or
          information supplied by CSIRO,  its officers, employees or
          agents  concerning  the  Software  at the  Licencee's  own
          risk.

     3.4  The  Licencee hereby  releases and  indemnifies and  shall
          continue to  release and  indemnify  CSIRO, its  officers,
          employees  and  agents  from  and  against  all   actions,
          claims, proceedings  or demands  (including those  brought
          by third parties) which may be bought against  it or them,
          whether  on their  own or  jointly  with the  Licencee and
          whether at common law, in equity or pursuant to statute or
          otherwise, in respect of  any loss, death, injury, illness
          or  damage  (whether  personal  or  property,  and whether
          direct   or    consequential,   including    consequential
          financial  loss)   and  any  infringement  of   copyright,
          patents,   trade  marks,  designs  or  other  Intellectual
          Property Rights, howsoever  arising out of the  Licencee's
          exercise of its  rights under this  Agreement and from and
          against  all  damages,  costs  and  expenses  incurred  in
          defending  or  settling  any  such  claim,  proceeding  or
          demand.

     3.5  The  Licencee's  obligation to  indemnify  CSIRO  and  its
          officers,  employees  and  agents set  out  in  clause 3.4
          hereof   is   a   continuing   obligation   separate  from
          and independent of the Licencee's other obligations  under
          this  Agreement,  and  shall  survive  all  expiration  or
          termination of this Agreement.

     4.0 Termination 

     4.1  The Licence shall terminate  immediately upon the Licencee
          breaching any term or  condition of this Agreement whether
          or  not CSIRO is aware of  the occurrence of the breach at
          the time that it happens.

     4.2  CSIRO  may terminate the Licence on  reasonable grounds by
          notice in  writing  to the  Licencee, and  such notice  of
          termination shall  be effective  immediately upon  receipt
          by  the  Licencee. 

