LICENSE AGREEMENT                                 DSP Software Engineering, Inc.

This License Agreement (the "Agreement") is dated as of the Effective Date (as
defined below), and is entered into by DSP Software Engineering, Inc., a
Massachusetts corporation having its principal place of business at 175
Middlesex Turnpike, Bedford, MA 01730 ("DSPSE") and the following Developer (the
"Developer"):

           RSI Systems, Inc.

     Company Name

           Advanced Engineering

     Department Name

           One Corporate Plaza, 7400 Metro Boulevard, #475

     Address

           Edina, MN 55439

     City, [State or Territory], Country, Postal Code

DSPSE is the owner of the component(s) and related documentation described in
Exhibit A to this Agreement, and Developer desires to use each component and
incorporate all or portions of each component into the Developer Product, as
defined in Section 1.1. Each party agrees to the terms and conditions set forth
in this Agreement. The parties have caused this Agreement to be executed by
their duly authorized representatives:

DSP SOFTWARE ENGINEERING, INC.                               

/s/ Joseph V. Della Morte                                    

By                                                           

     Joseph V. Della Morte                                   

Name                                                         

     President                                               

Title                                                        

     21 November 1995                                        
-----------------------------------------------------        
Date                                                         

 DEVELOPER                                                              
                                               
 /s/ Marti Miller                              
                                               
 By                                            
                                               
 Marti Miller                                  
                                               
 Name                                          
                                               
 VP Engineering                                
                                               
 Title                                         
                                               
 2-1-96                                        
 ------                                        
 Date                                          
                                               
 Marti Miller                                  
                                               
 "Attention" person for legal notices, if any  
                                               

                                                             

Accepted and agreed to with respect to applicable Sections

DISTRIBUTOR

Company Name

Address

City, [State or Territory], Country, Postal Code

By

Name

Title

Date


1.    DEFINITIONS

      1.1.  "Department" means the development group, named above, responsible
            for integrating all or a portion of a Component into the Developer
            Product.

      1.2.  "Developer Product" means any executable software created by
            Developer in which either (i) all or any portion, or (ii) any
            translation or derivative of all or any portion, of a Component is
            embedded.

      1.3.  "Distributor" means either the entity designated as the Distributor
            on the signature page of this Agreement, or, if no entity is so
            designated, the DSPSE.

      1.4.  "Documentation" means the DSPSE user manuals, programmers' guides,
            system guides and/or related publications which are supplied to
            Developer by DSPSE for purposes of facilitating Developer's use of
            each Component.

      1.5.  "Effective Date" means the later date of signature of this Agreement
            by Distributor or Developer.

      1.6.  "Component" means the component(s) listed on Exhibit A of this
            Agreement, as well as any enhancements, new releases, updates or
            other modifications to each such component which Developer may
            receive from Distributor under the same component name or names
            during the term of this Agreement.

      1.7.  "Proprietary Information" is defined in Section 4.2 below.

      1.8.  "Reseller" means each recipient of the rights which Developer is
            permitted to sublicense by Section 2.2 below, other than an end-user
            not otherwise involved in the marketing, distribution or further
            sublicensing of the Developer Product.

2.    GRANT OF LICENSE

      2.1.  DSPSE grants to Developer, and Developer hereby accepts from DSPSE,
            a non-exclusive, non-transferable license to use and modify each
            Component to create the Developer Product, subject to the following
            limitations: 

            (i)   all development work shall be performed exclusively by the
                  Department or by an independent contractor otherwise permitted
                  by this Agreement, and the Component shall be used exclusively
                  for such purposes;

            (ii)  the Developer shall not permit any source code or object code
                  to leave the Department, and access to any such code shall be
                  strictly limited to persons requiring such access in order to
                  create the Developer Product; only executable code as embedded
                  in or integrated with the Developer Product may be permitted
                  to leave the Department;

            (iii) the Developer must add significant value to each Component, so
                  that the Developer Product does not consist primarily of any
                  Component(s) merely repackaged and resold in nearly identical
                  form to, or performing only the same important functions of,
                  the Component(s) as delivered to the Developer;

            (iv)  as embedded into or integrated with the Developer Product,
                  each Component shall be usable solely to further the
                  functionality of the Developer Product; 

            (v)   Developer's use of each Component shall be strictly limited to
                  the Developer Product(s) specifically listed in Exhibit A of
                  this Agreement.

            The foregoing shall not be deemed to prohibit the reproduction of
            the Developer Product at locations other than the Department.

      2.2.  DSPSE grants to Developer, and Developer hereby accepts from DSPSE,
            a non-exclusive, non-transferable license to copy, market,
            distribute and sublicense each Component to end-users solely in
            executable code form and as embedded in or integrated with the
            Developer Product. Developer may sublicense to its Resellers its
            right to market and distribute any Component, solely in executable
            form as embedded in or integrated with the Developer Product, to
            end-users as provided for above; provided, that no Reseller shall be
            granted rights in violation of or in excess of Articles 4, 5 and 6
            and Sections 10.1, 10.2 and 10.11 of this Agreement. Developer may
            use independent contractors in its development of the Developer
            Product, provided that all such contractors given access to any
            Component undertake in writing the obligations of Developer under
            Articles 2 and 4.

      2.3.  Notwithstanding anything contained in this Agreement to the
            contrary, Developer agrees that the grant of the license rights
            above is subject to the additional terms and conditions, if any,
            listed on Exhibit A which shall control and supersede any
            inconsistent terms of this Agreement.

      2.4.  Upon the execution and delivery of this Agreement, and the
            Distributor's receipt of a purchase order for the Component(s) which
            references the full amount of the license fee, if any, listed on
            Exhibit A for the Component(s) (the "License Fee"), the Distributor
            shall endeavor to promptly deliver each of the Component(s) and
            Documentation to Developer.

      2.5.  In addition to the rights granted by Section 2.1 and 2.2, Developer
            may make copies of each Component, provided that any such copy is
            either created as a reasonably necessary step in the creation of the
            Developer Product or is created solely for archival purposes.
            Developer may copy the Documentation but only for use within the
            Department for permitted development purposes. No Component or
            Documentation may be distributed or disclosed, in any way, to any
            person or entity outside of the Department, except to independent
            contractors in the manner contemplated by this Agreement, or
            otherwise as expressly permitted by the terms of this Agreement.
            Developer shall not remove any trademark or copyright notice which
            appears on any Documentation or in any Component. All Developer
            Products delivered to Resellers and end-users shall include such
            notices, in embedded form, in the Developer Product.

3.    LICENSE AND ROYALTY FEES

      3.1.  Developer shall pay to Distributor the License Fee within thirty
            (30) days of the invoice date;

      3.2.  The Royalty payments (the "Royalty"), if any, specified on Exhibit A
            shall be paid to Distributor as follows:

            (i)   during each calendar quarter, including the calendar quarter
                  in which the Effective Date occurs, the Royalty amount will
                  accrue for each unit of any Developer Product that is
                  manufactured and shipped by Developer during such quarter,
                  regardless of whether such unit is ever sold, licensed or
                  transferred by a Reseller to any end-user or other third party
                  during such quarter or thereafter;

            (ii)  within 30 days after the end of each calendar quarter during
                  which Royalties have accrued and/or during which Royalties
                  have been paid or remain outstanding, Developer shall submit
                  to the Distributor the report required by Section 7.1(ii)
                  below, together with the full Royalty amount payable with
                  respect to the quarter just ended.

      3.3.  The License Fee and Royalty, if any, are exclusive of any federal,
            state, municipal or other governmental taxes, duties, excise taxes
            or tariffs (collectively "Taxes") now or hereinafter imposed on the
            sale, transportation, import, export, or use of any Component or
            Documentation, all of which shall be paid by Developer unless
            Developer shall have provided an exemption certificate acceptable to
            DSPSE and Distributor and the applicable taxing authority. Should an
            audit of either party by governmental authorities result in a claim
            that such charges are due, Developer shall reimburse Distributor for
            any such charges, together with interest, penalties and other costs,
            other than those arising from DSPSE's or Distributor's failure to
            make timely payment of Taxes, promptly following written request
            therefor by Distributor.

4.    PROPRIETARY INFORMATION

      4.1.  As between DSPSE and Developer, all title and other ownership rights
            (including all patent, copyright and trade secret rights) in each
            Component and any portion thereof which is embedded in, or
            integrated with the Developer Product, and in any enhancements or
            modifications of any Component that sequentially execute between the
            entry and exit points of such Component, which may be created by
            Developer, whether or not so embedded or integrated, shall remain in
            DSPSE. Subject to the rights of DSPSE in the Component and any
            portions of Component and any such enhancements or modifications
            which are so embedded or integrated, Developer shall own all right,
            title and interest in the derivative work represented by any
            Developer Product that it develops.

      4.2.  It is expressly understood and agreed that each Component, including
            but not limited to the proprietary software (in whatever form), and
            Documentation constitute valuable proprietary products and trade
            secrets of DSPSE embodying substantial creative effort and
            confidential information, ideas and expressions (collectively
            "Proprietary Information") which require protection against
            unauthorized use, transfer, reproduction, or disclosure. Developer
            agrees that it will protect all Proprietary Information with at
            least the same degree of care as it uses to protect its own most
            confidential, unclassified information, will make no use of any
            Confidential Information except as permitted by this Agreement, will
            allow access thereto only by its employees who have agreed to abide
            by the confidentiality terms of this Agreement, and only as required
            for the use of the Proprietary Information as specifically permitted
            by this Agreement, and shall not transfer the Proprietary
            Information or any portion thereof to any third party except as
            specifically permitted by this Agreement. Developer shall be
            responsible for its employees, agents, representatives, independent
            contractors and Resellers complying with the terms of this
            Agreement.

      4.3.  Upon termination of this Agreement, Developer shall delete all
            copies of the Proprietary Information in any form from its system
            files and storage media, shall destroy or return to DSPSE all
            printed copies of the Proprietary Information, shall terminate all
            use of the Proprietary Information and each Component and deliver to
            DSPSE all storage media owned by DSPSE then in Developer's
            possession. Within thirty (30) days after such termination,
            Developer shall certify in writing to DSPSE that Developer and each
            of its Resellers has complied with its obligations under this
            subsection. Notwithstanding the foregoing, Developer may continue to
            sell or use all inventory of any Developer Product which exists on
            the date of such termination.

      4.4.  Developer shall promptly notify DSPSE of any infringement of DSPSE's
            proprietary rights in the Confidential Information or unauthorized
            disclosure of any Confidential Information that comes to Developer's
            attention.

      4.5.  Developer acknowledges that a material violation of the
            confidentiality undertakings of this Article 4 by Developer could
            result in substantial and irreparable damage to DSPSE if DSPSE could
            not take immediate action to prevent further disclosure of DSPSE's
            valuable intellectual property and other Proprietary Information,
            and that DSPSE would not have an adequate remedy at law to
            compensation it for any such breach. Accordingly, Developer consents
            (without limiting the right of DSPSE to any other remedy) to the
            entry of an injunction by any court of competent jurisdiction
            against any threatened or continuing material breach of this
            Article.

5.    LIMITED WARRANTY

      5.1.  DSPSE warrants that each Component, as delivered to Developer, will
            substantially perform in accordance with the specification sheet
            published by DSPSE for such Component at the time of delivery to
            Developer, however, DSPSE does not warrant that the use of any
            Component will be uninterrupted or error-free. Developer's exclusive
            remedy and DSPSE's sole liability under this warranty shall be for
            DSPSE to attempt, through reasonable efforts, to correct any
            material nonconformity, if such failure is reported to DSPSE within
            90 days of the date of such delivery ("Warranty Period"), if
            Developer has provided DSPSE (upon DSPSE's request) with such
            information as DSPSE reasonably requests to enable DSPSE to
            reproduce the defect in question; provided, that if DSPSE is unable
            to correct any such failure in a Component within a reasonable time,
            DSPSE may, at its sole option, refund to Developer the License Fee
            paid for such Component and the Royalty amounts, if any, that DSPSE
            received for any related Developer Products for which Developer can
            document that it has had to provide refunds, solely because of such
            defect. Upon such payment, this Agreement may be terminated by DSPSE
            at its election as to such Component.

      5.2.  For one year from the Effective Date, Distributor will provide to
            Developer, free of charge, all updates of each Component that are
            released by DSPSE to the general public solely as a "bug fix".

      5.3.  DSPSE warrants that each Component, as delivered to Developer, does
            not infringe any copyright or trade secret. DSPSE will defend at its
            expense and indemnify Developer with respect to any motion brought
            against Developer to the extent that it is based on a breach of the
            foregoing warranty, and DSPSE will pay any costs and damages finally
            awarded against Developer, or any settlement finally paid with the
            consent of DSPSE (which consent shall not be unreasonably withheld)
            by Developer, and reimburse Developer for attorney's fees reasonably
            incurred in connection therewith, provided that Developer notifies
            that DSPSE promptly in writing of such claim and allows DSPSE to
            fully control the defense of such claim. The foregoing is further
            conditioned on the following: 

            (i)   DSPSE shall have no liability of indemnity with respect to,
                  nor any obligation to defend or reimburse Developer with
                  respect to legal fees relating to, any action or claim based
                  upon the interpretation, conformance with, or development of
                  Component that substantially complies with any industry
                  recognized standard, which such claim is based upon or would
                  not arise but for such interpretation, conformance or
                  compliance.

            (ii)  Should any Component or any portion thereof become, or in
                  DSPSE's opinion by likely to become, the subject of any claim
                  of infringement, DSPSE shall at its option

                  (a)   procure for Developer the right to continue exercising
                        its rights hereunder with respect to such Component, 

                  (b)   replace or modify such Component to make it
                        noninfringing, or

                  (c)   terminate the license granted hereunder and refund to
                        Developer a pro rata portion of the License Fee paid by
                        the Developer, calculated on the basis of a three year
                        period from the date of this Agreement and actual date
                        upon which Developer was no longer able to use the
                        Product as a result of such alleged infringement.

            (iii) DSPSE shall have no liability for any claim of infringement
                  based upon:

                  (a)   use or combination of any portion of any Component with
                        any products not supplied by DSPSE (including without
                        limitation the Developer Product), if such infringement
                        would not have occurred without such use or combination;

                  (b)   use or marketing of any Component by Developer, or use,
                        distribution or licensing of the Developer Product by
                        Developer, after having been given notice, or having a
                        reason to believe, that such Component infringes a
                        copyright of a third party, unless prompt written notice
                        has been given to DSPSE; or

                  (c)   use of other than the latest unmodified version of any
                        Component delivered to Developer by Distributor or
                        DSPSE, if the infringement would have been avoided by
                        the use of such version.

            (iv)  Any limitation on Developer's remedies in this Agreement shall
                  not apply with respect to Developer's rights under the terms
                  set forth under this Section 5.3. In no event will DSPSE be
                  liable for any claim against Developer by any party except as
                  provided in this Section 5.3.

            (v)   Notwithstanding anything herein to the contrary, this Section
                  5.3 states the entire liability of DSPSE, and the sole
                  recourse of Developer, with respect to infringements of
                  copyrights and trade secrets.

      5.4.  The warranty provided herein extends only to Developer and not to
            any Reseller or end-user of the Developer Product. Developer shall
            indemnify DSPSE for any expenses incurred by DSPSE, directly or
            indirectly (including without limitation attorneys' fees, settlement
            costs and court costs), as a result of any claim or action by any
            third party arising out of or resulting from the Developer Product,
            except to the extent that the same relates solely to any defect in
            the embedded Component; provided, that this indemnification
            obligation shall not apply with respect to any expenses, claims or
            damages that are finally adjudicated by a court of competent
            jurisdiction to have been caused by the gross negligence or willful
            misconduct of DSPSE. Developer will defend at its expense any such
            claim or action brought against DSPSE and Developer will pay any
            costs and damages finally awarded against DSPSE in any action that
            are attributable to such claim, and reimburse DSPSE for reasonable
            attorneys' fees reasonably incurred in connection therewith,
            provided that DSPSE notifies Developer promptly in writing of such
            claim, allows Developer to fully control the defense of such claim
            and does not agree to any settlement of such claim without
            Developer's written consent.

      5.5.  The warranty set forth above is exclusive and is in lieu of all
            other warranties of DSPSE. NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
            INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
            FITNESS FOR ANY PARTICULAR PURPOSE ARE MADE BY DSPSE. IN NO EVENT
            WILL DSPSE BE LIABLE FOR ANY DAMAGES CAUSED BY DEVELOPER'S FAILURE
            TO PERFORM ITS OBLIGATIONS HEREUNDER, OR FOR ANY LOST PROFITS OR ANY
            OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF
            ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN
            IF DSPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Such
            warranty shall not be deemed to have failed of its essential purpose
            so long as DSPSE is making good faith efforts to correct defects
            under the terms of the warranty, or has made the refunds or
            replacements provided for by this Agreement. The warranty set forth
            herein allocates risks of Component nonconformity, and DSPSE's
            prices reflect the allocations of such risk.

      5.6.  DSPSE's entire liability and Developer's sole and exclusive remedy
            for any claim concerning performance or nonperformance by DSPSE,
            pursuant to or in any way related to the subject matter of this
            Agreement, or for damages for any causes whatsoever and regardless
            of the form of action, whether in contract or in tort including
            negligence, or any other legal theory, shall be actual damages up to
            the amount of the aggregate payments actually made to DSPSE, or
            which DSPSE has received through Distributors, as the case may be,
            hereunder in the most recent twelve (12) months prior to such
            damages occurring.

6.    MAINTENANCE AND SUPPORT

      6.1.  Developer shall be entitled to five (5) free hours of telephone
            support from Distributor for each Component, as delivered to
            developer, that it licenses pursuant hereto during Distributor's
            normal business hours during the first six months following the
            Effective Date. To the extent that Developer has not requested and
            received a full five hours of telephone support in such time period,
            Distributor may, but shall not be required, to provide the balance
            of such five hours of telephone support thereafter. Developer is not
            entitled to any free support for any Component that has been
            modified such that it is not identically as delivered. Developer may
            purchase support, as available from Distributor or DSPSE, for any
            modified Component at Distributor's or DSPSE's then current
            consulting rate.

      6.2.  Subject to availability, Developer may purchase additional telephone
            support or on site support from Distributor at Distributor's then
            current rates. All reasonable travel expenses incurred by
            Distributor to provide such on site support, if any, shall be paid
            for by Developer promptly following its receipt of reasonable
            documentation therefor.

      6.3.  Developer may purchase a one year maintenance contract ("Maintenance
            Contract") for each Component from DSPSE for 10% of the then current
            list License Fee for such Component. A Maintenance Contract:

            (i)   Extends the obligation provided by Section 6.1 for an
                  additional twelve (12) months;

            (ii)  Entitles Developer to an additional five (5) hours of
                  telephone support for such Component; and

            (iii) Entitles Developer to receive any revised or updated versions
                  of such Component that are released by DSPSE to the general
                  public.

7.    AUDITS AND REPORTS

      7.1.  If and only if Exhibit A hereto requires Developer to pay a Royalty
            to Distributor then:

            (i)   During the term of this Agreement, Developer shall use its
                  best efforts to maintain accurate and sufficiently detailed
                  records of its production of each Developer Product so as to
                  enable DSPSE or Distributor to verify the accuracy of the
                  payments that Distributor receives pursuant to such Section
                  3.2;

            (ii)  Developer shall, together with each payment required under
                  Section 3.2, submit to Distributor a report reasonably
                  supporting the calculation of such payment; 

            (iii) Developer agrees that if at any time either DSPSE or
                  Distributor believes that a material underpayment of Royalties
                  has occurred, then either such entity or the representatives
                  of either shall have the right, upon ten (10) days' prior
                  written notice, to examine Developer's related books and
                  records, for the purpose of verifying the accuracy of the
                  Royalty payments and their accompanying reports. The party
                  conducting such audit shall bear the cost and expense of any
                  such audit; provided, however, that if any audit reveals that
                  there has been an underpayment to Distributor of more than 5%
                  of the amount properly payable, then the full cost and expense
                  of such audit shall be paid for by Developer and the amount of
                  such underpayment shall be forwarded immediately to
                  Distributor.

8.    TERM AND TERMINATION

      8.1.  This Agreement shall commence as of the Effective Date and continue
            indefinitely unless terminated in accordance with this Article 8.

      8.2.  This Agreement shall terminate upon the first to occur of:

            (i)   The expiration of thirty (30) days after the giving of notice
                  by the non-breaching party of a material breach of any of the
                  provisions of this Agreement, provided that such breach is not
                  cured within such thirty (30) day period. The parties agree
                  that any breach of Article 4 is inherently incurable and shall
                  give DSPSE the right to terminate this Agreement immediately;

            (ii)  By written notice of either party if the other, without curing
                  the condition within thirty (30) days of the event, ceases
                  doing business as a going concern, becomes insolvent, makes an
                  assignment for the benefit of creditors, admits in writing its
                  inability to pay its debts as they become due, files a
                  voluntary petition in bankruptcy, is subject to an involuntary
                  petition in bankruptcy which is not dismissed with ten (10)
                  days, is adjudicated bankrupt or insolvent, or files or has
                  filed against it a petition seeking any reorganization,
                  arrangement or composition, under any present or future
                  statute, law or regulation.

      8.3.  Notwithstanding anything contained herein to the contrary, all
            licenses of the Developer Product acquired by end-users which
            conform to the terms of this Agreement, shall survive termination of
            this Agreement if granted in good faith during the term of this
            Agreement. All provisions of this Agreement regarding
            indemnification, warranty, liability and limits thereon, records
            retention and audit, and confidentiality and/or protection of
            proprietary rights and trade secrets shall survive termination
            hereof.

      8.4.  Termination of this Agreement, shall not relieve either of the
            parties of their respective obligations to pay any monies due or
            which become due as of or subsequent to the date of termination.

9.    DEVELOPER PRODUCT MARKETING LITERATURE

      9.1.  Use of any of the trademarks or trade names of DSPSE, including
            without limitation a designation that such trademarks or trade names
            are the property of DSPSE, on any sales promotion, advertising, news
            release, stationary or other media produced by or for Developer, may
            only be done as required by Section 2.5 above or otherwise with the
            prior consent of DSPSE which consent will not be unreasonably
            withheld.

10.  GENERAL

      10.1. Developer shall not export the Developer Product, except in
            compliance with all applicable U.S. and foreign export and import
            laws and regulations. Developer shall be solely responsible for
            compliance with and the obtaining of all export licenses which may
            be required.

      10.2. The trademarks under which DSPSE markets each Component and its
            constituent parts are the exclusive property of DSPSE. This
            Agreement gives Developer no rights therein, except the restricted
            license to reproduce such trademarks as provided in Section 2.5 and
            9.1.

      10.3. Notices: All notices shall be in writing and deemed given and
            received when delivered in person, by telex or facsimile, or by
            commercial air courier service. Notices shall be addressed to each
            party at its address set forth above, or such other address as the
            recipient may have specified by earlier notice to the sender. In
            addition, notice to DSPSE shall be to the attention of Distribution
            Manager; notice to Developer shall be to the attention of the
            person, if any, designated on the signature page of this Agreement
            to receive legal notices.

      10.4. Assignment; Successors: This Agreement shall not be assigned by
            either party without the advance written consent of the other, which
            consent both parties agree will not be unreasonably withheld;
            provided, however, that DSPSE may assign this Agreement in its
            entirety to a successor, to all or a substantial portion of its
            business or, to a purchaser of all of DSPSE's rights in any
            Component. This Agreement shall be binding upon and inure to the
            benefit of the parties, their successors and permitted assigns.

      10.5. Entire Agreement: This Agreement constitutes the entire Agreement
            between the parties with respect to its subject matter; except as
            provided herein, all prior agreements, representations, statements,
            negotiations and undertakings, with respect to such subject matter
            are terminated and superseded hereby.

      10.6. Independent Contractors: This parties shall at all times be
            independent contractors with respect to each other in carrying out
            this Agreement.

      10.7. Amendments: No amendment to this Agreement shall be effective unless
            it is in writing and signed by a duly authorized representative of
            each party.

      10.8. Headings Not Controlling: Headings used in this Agreement are for
            reference only and shall not be deemed a part of this Agreement.

      10.9. Consent to Breach Not Waiver: No term or provision hereof shall be
            deemed waived and no breach excused, unless such waiver or consent
            shall be in writing and signed by the party claimed to have waived
            or consented. Any consent by any party to, or waiver of, a breach by
            the other, whether express or implied, shall not constitute a
            consent to, waiver of, or excuse for any other different or
            subsequent breach.

      10.10.Severability: In the event any provision of this Agreement is held
            illegal, void or unenforceable, to any extent, in whole or in part,
            as to any situation or person, the balance shall remain in effect
            and the provision in question shall remain in effect as to all other
            persons or situations, as the case may be.

      10.11.Restrictive Rights Legends: If Developer is acquiring any Component
            on behalf of any unit or agency of the U.S. Government, the
            following shall apply:

        
            (i)   For units of the Department of Defense, use, duplication or
                  disclosure by the Government is subject to restrictions as set
                  forth in subparagraph (c)(1)(ii) of the Rights in Technical
                  Data and Computer Software Clause at DFAR 252.277*7013;

            (ii)  For any other unit or agency use, reproduction or disclosure
                  is subject to the restrictions set forth in subparagraphs (a)
                  through (d) of the Commercial Computer Software * Restricted
                  Rights clause at FAR 52.227 * 19, and the limitations set
                  forth in DSPSE's standard commercial agreement for this
                  software. Contractor/manufacturer is DSP Software Engineering,
                  Inc., 165 Middlesex Turnpike, Bedford, MA 01730.

      10.12.Governing Law: This Agreement shall be deemed to have been made in
            the Commonwealth of Massachusetts, and shall be governed by and
            construed in accordance with the laws of the Commonwealth of
            Massachusetts, exclusive of its rules governing choice of law and
            conflict of laws.