8-K

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             PURSUANT TO SECTION 13 OR 15 (D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
 Date of Report (Date of earliest event reported)  Jan. 30, 1996
                                
                          NESTOR, INC.
            (Exact name of registrant as specified in charter)
                                
                                
Delaware                      0-12-965        13-3163744
 (State of other jurisdiction (Commission     IRS employer
of incorporation)             file number)    identification no.

One Richmond Square, Providence, Rhode Island  02906
     (Address of principal executive offices)



Registrant's telephone number, including area code: 401-331-9640
                                
                              N/A
   (Former name or former address, if changed since last report)

Item 5.   Other Events.

   1)     The Corporation entered into a Non-Exclusive Technology
Licensing Agreement dated January 30, 1996, by and between the
corporation and International Business Machines Corporation
("IBM") allowing IBM to use the Corporation's pattern recognition
technology on an IBM developed neural network semiconductor
device pursuant to which IBM has the right to use the
Corporation's technology in the IBM ZISCO36TM Digital Integrated
Neural Network chip and related product enhancements.  A copy of
such License Agreement is annexed as an exhibit hereto.

   2)     The Corporation entered into on January 31, 1996 a
Securities Purchase and Exchange Agreement dated as of January
31, 1996 ("Agreement") by and among the Corporation and
Wand/Nestor Investments L. P., Wand/Nestor Investments II L.P.
and Wand/Nestor Investments III L.P. ("Purchasers") pursuant to
which the Purchasers have exchanged certain securities of the
Corporation for new securities and Wand/Nestor Investments L.P.
made an investment in the Corporation of $599,000.  An additional
investment of $401,000 by Wand/Nestor Investments III L.P. may be
made on or before March 1, 1996.  A copy of the Agreement is
annexed as an exhibit hereto.

                            EXHIBITS


The Following exhibit is filed herewith:

Exhibit No.         Description

                    4                                  Securities
                    Purchase and Exchange Agreement dated as of
                    January 31, 1996 between the Registrant and
                    Wand/Nestor Investments L.P., Wand/Nestor
                    Investments II L.P. and Wand/Nestor
                    Investments III L.P.

                    10                                 Non-
                    Exclusive License Agreement dated as of
                    January 30, 1996 between Nestor, Inc. and
                    International Business Machines Corporation.
                                
                           SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


Dated:  February 1, 1996           NESTOR, INC.

                                   (Registrant)


                                   By:
                                      /S/ Herbert S. Meeker
                                      Secretary

EX-4

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT

          THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT
("Agreement") is made as of the 31st day of January, 1996 by and
among Nestor, Inc., a Delaware corporation (the "Company"),
Wand/Nestor Investments L.P., a Delaware limited partnership
("Wand I"), Wand/Nestor Investments II L.P., a Delaware limited
partnership, and Wand/Nestor Investments III L.P., a Delaware
limited partnership ("Wand III").  Wand I, Wand II and Wand III
are referred to herein collectively as the "Purchasers."

                            RECITALS

          A.   Wand I and Wand II are each currently owners of
the following securities of the Company:  (1) common stock, par
value $.01 per share ("Company Common Stock"); (2) Series C
Convertible Preferred Stock, par value $1.00 per shares ("Series
C Preferred Stock"); (3) Series D Convertible Preferred Stock,
par value $1.00 per share ("Series D Preferred Stock"); (4)
certain common stock purchase warrants to purchase shares of
Company Common Stock at various exercise prices (the "Old
Warrants").

          B.   Certain of the Company securities currently held
by Wand I will be transferred to Wand III, as follows:

          (1)  74,151 shares of Company Common Stock (the "Wand
III Company Common Stock");

          (2)  1,444 shares of Series C Preferred Stock (the
"Wand III Series C Preferred Stock");

          (3)  8,322 shares of Series D Preferred Stock (the
"Wand III Series D Preferred Stock");

          (4)  Warrants to acquire 4,161 shares of Company Common
Stock at an exercise price of $2.00 per share (the "$2.00
Warrants");

          (5)  Warrants to acquire 416,115 shares of Company
Common Stock at an exercise price of $.65 per share (the "$.65
Warrants"); and

          (6)  Warrants to acquire 291,281 shares of Company
Common Stock at $1.00 per share (the "$1.00 Warrant").

          C.   the Company desires to sell to Wand I and Wand II,
and Wand I and Wand II desires to purchase from the Company, in
the aggregate, (1) 599 shares of a new class of convertible
preferred stock of the Company, par value $1.00 per share (the
"Series F Preferred Stock") having the terms set forth in the
Company's Certificate of Designation of the Terms of the Series F
Preferred Stock in the form set forth as Exhibit I, and (2)
Warrants to purchase up to an aggregate of 173,710 shares of
Company Common Stock in the form set forth as Exhibit II (the
"Regular Warrants");

          D.   The Company desires to sell to Wand III, and Wand
III desires to purchase from the Company, (1) 401 shares of a new
class of convertible preferred stock of the Company, par value
$1.00 per share (the "Series G Preferred Stock") having the terms
set forth in the Company's Designation of the Terms of the Series
G Preferred Stock set forth as Exhibit III and (2) warrants to
purchase up to an aggregate of 116,290 shares of Company Common
Stock in the form set forth as Exhibit IV (the "Restricted
Warrants").

          E.   In order to facilitate this purchase and sale of
the Company securities to the Purchasers, the Company and the
Purchasers have agreed that (1) the 1,776 Series C Preferred
Stock owned by Wand I (excluding the 1,444 shares of such stock
to be transferred to Wand III) and the 250 shares of Series C
Preferred Stock owned by Wand II shall be exchanged for an
aggregate of 2,026 shares of a new class of convertible preferred
stock of the Company, par value $1.00 per share (the "Series H
Preferred Stock") having the terms set forth in the Company's
Certificate of Designation of Terms of the Series H Preferred
Stock set forth as Exhibit V, (2) the 1,444 shares of Series C
Preferred Stock transferred to Wand III shall be exchanged for an
aggregate of 1,444 shares of a new class of convertible preferred
stock of the Company, par value $1.00 per share (the "Series E
Preferred Stock") having the terms set forth in the Company's
Certificate of Designation of terms of the Series E Preferred
Stock set forth as Exhibit VI, and (3) the $1.00 Warrants and the
$.65 Warrants shall be exchanged for revised Warrants having the
terms set forth in Exhibits VII (the "Revised $1.00 Warrants")
and VIII (the "Revised $.65 Warrants"), respectively.  The
Revised $1.00 Warrants and the Revised $.65 Warrants are herein
referred to in the aggregate as the "Revised Warrants."

          F.   Concurrently herewith the parties are entering
into the Amended and Restated Registration Agreement, dated as of
January 31, 1996, in the form set forth as Exhibit IX (the
"Registration Rights Agreement").

          NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally
bound, do hereby agree as follows:


1.   SALE AND PURCHASE OF COMPANY SECURITIES; OTHER TRANSACTIONS.

          (a)  The Company has authorized the issuance and sale
to Wand I and Wand II, in the respective amounts set forth on
Schedule I, (i) 599 shares (the "Series F Preferred Shares") of
the Series F Preferred Stock and (ii) the Regular Warrants.
Subject to the terms and conditions herein set forth, the Company
will issue and sell to Wand I and Wand II, and Wand I and Wand II
will purchase from the Company, at the Closing ( as defined
below) the Series F Preferred Shares and the Regular Warrants in
the respective amounts set forth on Schedule I.  The aggregate
purchase price for the Series F Preferred Shares and Regular
Warrant shall be $599,000 in cash (the "Series F Purchase
Price").

          (b)  The Company has authorized the issuance and sale
to Wand III as set forth on Schedule I (i) 401 shares (the
"Series G Preferred Shares") of the Series G Preferred Stock and
(ii) the Restricted Warrants.  Subject to the terms and
conditions herein set forth, including the receipt of all
requisite regulatory approvals, the Company will issue and sell
to Wand III, and Wand III will purchase from the Company, at the
Closing (as defined below) the Series G Preferred Shares and the
Restricted Warrants in the amount set forth on Schedule I.  The
purchase price for the Series G Preferred Shares and the
Restricted Warrants shall be $401,000 in cash (the "Series G
Purchase Price").

          (c)  The Company has authorized the issuance to Wand
III of 1,444 shares (the "Series E Preferred Shares") in exchange
for 1,444 shares of Series C Preferred Stock (the "Wand III
Series C Preferred Shares"). The Wand III Series C Preferred
Shares shall be canceled and retired.

          (d)  The Company has authorized the issuance to Wand
III of the Revised $1.00 Warrant in exchange for the $1.00
Warrant and the Revised $.65 Warrant in exchange for the $.65
Warrant.  The $1.00 Warrant and the $.65 Warrant shall be
canceled and retired.

          (e)  The Company has authorized the issuance to Wand I
and Wand II in the respective amounts set forth on Schedule I, of
an aggregate of 2,026 shares (the "Series H Preferred Shares") in
exchange for an aggregate of 2,026 shares of Series C Preferred
Stock (the "Wand I and Wand II Series C Preferred Shares").  The
Wand I and Wand II Series C Preferred Shares shall be canceled
and retired.

          (f)  The Series E Preferred Shares, the Series F
Preferred Shares, the Series G Preferred Shares, and the Series H
Preferred Shares are referred to herein in the aggregate as the
"Preferred Shares" and the Regular Warrants and the Restricted
Warrants are referred to herein in the aggregate as the "New
Warrants."


2.  CLOSING.

          (a)  Subject to the applicable provisions of Sections
7, 8, and 9 hereof, the closing of (i) the sale of the Series F
Preferred Shares, the Series G Preferred Shares, the Regular
Warrants and the Restricted Warrants, (ii) the exchange of the
Series C Preferred Stock for the Series E Preferred Shares and
the Series H Preferred Shares, and (iii) the exchange of the $.65
Warrants and the $1.00 Warrants for the Revised Warrants (the
"Closing") shall take place at the offices of Skadden, Arps,
Slate, Meagher & Flom, 919 Third Avenue, New York, New York
10022, as soon as practicable following the satisfaction or
waiver of the applicable conditions set forth in Sections 7, 8
and 9 hereof.

          (b)  At the Closing, (i) the Company shall deliver to
the Purchasers certificates evidencing the respective number of
Series F Preferred Shares, Series G Preferred Shares, Regular
Warrants and Restricted Warrants to be purchased by the
Purchasers, (ii) the Purchasers shall deliver to the Company the
Series F Purchase Price and the Series G Purchase Price by wire
transfer of immediately available funds to an account designated
by the Company, and (iii) the parties shall make such other
deliveries as are contemplated hereby.

          (c)  In addition, at the Closing (i) the Company shall
deliver to the Purchaser certificates evidencing the respective
number of Series E Preferred Shares, Series H Preferred Shares
and Revised Warrants to be acquired by the Purchasers, (ii) the
Purchasers shall deliver to the Company for cancellation the Wand
I and Wand II Series C Preferred Shares, the Wand III Series C
Preferred Shares, the $1.00 Warrants and the $.65 Warrants, and
(iii) the parties shall make such other deliveries as are
contemplated hereby.

          (d)  The Closing of the purchase and sale of the
Company securities contemplated by this Agreement and the Closing
of the exchange of Company securities contemplated by this
Agreement may take place at different times if the parties
mutually agree.


3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company hereby represents and warrants to the
Purchasers as follows:

          (a)  Organization, Standing and Power of the Company.
The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
The Company has all requisite power and authority to own, lease
and operate its properties, assets and business and to conduct
its business as now being conducted and is duly qualified to do
business as a foreign corporation in good standing in those
jurisdictions, other than the state of its incorporation, in
which the nature of the business conducted or property owned by
it makes such qualification necessary, except for any failures so
to qualify which would not have, individually or in the
aggregate, a material adverse effect on the business, condition
or results of operations of the Company (a "Company Material
Adverse Effect").

          (b)  Authority; Enforceability; No Conflict. The
Company has all requisite corporate power and authority to enter
into this Agreement, the Registration Rights Agreement, the New
Warrants and the Revised Warrants (such agreements other than
this Agreement are collectively referred to hereafter as the
"Related Agreements") to issue and sell the Preferred Shares, the
New Warrants and the Revised Warrants and to carry out its
obligations hereunder and under the Related Agreements.  The
execution, delivery and performance of this Agreement and the
Related Agreements by the Company and the issuance and sale of
the Preferred Shares, the New Warrants and the Revised Warrants
by the Company have been duly and validly authorized by all
requisite corporate proceedings on the part of the Company.  This
Agreement is, and the Related Agreements when executed and
delivered by the Company will be, and when issued and sold each
of the New Warrants and the Revised Warrants will be, a valid and
binding obligation of the Company, enforceable against it in
accordance with its terms, except that (i) such enforcement may
be subject to bankruptcy, insolvency, reorganization, moratorium,
rehabilitation, liquidation, conservatorship, receivership or
other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
Subject to the receipt of the consents or approvals set forth in
Section 3(b) of the disclosure schedule delivered by the Company
to the Purchasers concurrently with the execution and delivery of
this Agreement (the "Disclosure Schedule"), the execution and
delivery of this Agreement and each Related Agreement by the
Company do not, and the consummation by the Company of the
transactions contemplated hereby and thereby will not, the
issuance and sale of the Preferred Shares, the New Warrants and
the Revised Warrants will not, and the performance by the Company
of its obligations under the terms of the Preferred Shares, the
New Warrants and the Revised Warrants will not, result in or
constitute:  (i) a default, breach or violation of or under the
Certificate of Incorporation or the By-laws of the Company, or
(ii) a default, breach or violation of or under any mortgage,
deed of trust, indenture, note, bond, license, lease agreement or
other instrument or obligation to which the Company is a party or
by which any of their properties or assets are bound, except for
any defaults, breaches or violations which would not have,
individually or in the aggregate, a Company Material Adverse
Effect, or (iii) a violation of any statute, rule, regulation,
order, judgment or decree of any court, public body or authority
by which the Company or any of its properties or assets are
bound, except for any violations which would not have,
individually or in the aggregate, a Company Material Adverse
Effect, or (iv) an event which (with notice or lapse of time or
both) would permit any person to terminate, accelerate the
performance required by, or accelerate the maturity of, any
indebtedness or obligation of the Company under any agreement or
commitment to which the Company is a party or by which the
Company is bound or by which any of its properties or assets are
bound, except for any accelerations or terminations which would
not have, individually or in the aggregate, a Company Material
Adverse Effect, or (v) the creation or imposition of any lien,
charge or encumbrance on any property of the Company under any
agreement or commitment to which the Company is a party or by
which the Company is bound or by which any of its respective
properties or assets are bound, except for any liens, charges or
encumbrances which would not have, individually or in the
aggregate, a Company Material Adverse Effect, or (vi) an event
which would require any consent under any agreement to which the
Company is a party or by which the Company is bound or by which
any of its respective properties or assets are bound, except for
any consents which, if not received, would not have, individually
or in the aggregate, a Company Material Adverse Effect.

          (c)  Capitalization.  The authorized capital stock of
the Company consists of (i) 30,000,000 shares of Common Stock,
par value $.01 per share, of which 7,844,908 shares (excluding
shares held in treasury) are outstanding and 10,000,000 shares of
preferred stock, par value $1.00 per share (the "Preferred
Stock"), of which (i) 452,064 shares of Series A Preferred Stock,
par value $1.00 per share (the "Series A Preferred Stock"),  of
which 452,064 shares are outstanding; (ii) 2,380,000 shares of
Series B Preferred Stock, par value $1.00 per share, of which
2,380,000 shares are outstanding; (iii) 3,500 shares of Series C
Preferred Stock, par value $1.00 per share, of which 3,470 shares
are outstanding; (iv) 210,549 shares of Series D Preferred Stock,
par value $1.00 per share, (the "Series D Preferred Stock"), of
which 210,549 shares are outstanding; (v) 1,444 shares of Series
E Preferred Stock, of which no shares are outstanding; (vi) 599
shares of Series F Preferred Stock, of which no shares are
outstanding; (vii) 401 shares of Series G Preferred Stock, of
which no shares are outstanding; and (viii) 2,026 shares of
Series H Preferred Stock, of which no shares are outstanding.
All of the outstanding shares of Common Stock, Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock have been duly authorized and validly
issued, and are fully paid and non-assessable.  Immediately
following the Closing, (i) 7,844,908 shares of Common Stock will
be outstanding; (ii) 452,064 shares of Series A Preferred Stock
will be outstanding; (iii) 2,380,000 shares of Series B Preferred
Stock will be outstanding; (iv) no shares of Series C Preferred
Stock will be outstanding; (v) 210,549 shares of Series D
Preferred Stock will be outstanding; (vi) 1,444 shares of Series
E Preferred Stock will be outstanding; (vii) 599 shares of Series
F Preferred Stock will be outstanding; (viii) 401 shares of
Series G Preferred Stock will be outstanding, and (ix) 2,026
shares of Series H Stock will be outstanding.  Except for the
outstanding shares of Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock, and except as set forth in Section 3(c) of the Disclosure
Schedule, there are no outstanding preemptive, conversion or
other rights, options, warrants or agreements granted or issued
by or binding upon the Company for the purchase or acquisition of
any shares of capital stock of the Company or any other
securities convertible into, exchangeable for or evidencing the
right to subscribe for any shares of such capital stock.  The
Company is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any
shares of the capital stock of the Company or any convertible
securities, rights or options of the type described in the
preceding sentence.  The Company is not a party to, and does not
have knowledge of, any agreement expressly restricting the
transfer of any shares of the capital stock of the Company.

          (d)  No Subsidiaries or Other Ventures.  The Company
has no subsidiaries.  Except as set forth in Section 3(d)(i) of
the Disclosure Schedule, the Company does not own, directly or
indirectly, any interest in any corporation, partnership, joint
venture, association or other entity.

          (e)  Status of Shares.  The Preferred Shares to be
issued at the Closing have been duly authorized by all necessary
corporate action on the part of the Company. When issued and paid
for as provided in this Agreement, the Preferred Shares will be
validly issued and outstanding, fully paid and nonassessable, and
the issuance of such Preferred Shares is not and will not be
subject to preemptive rights of any other stockholder of the
Company.  The shares of Common Stock to be issued upon conversion
of the Preferred Shares and upon exercise of the New Warrants and
the Revised Warrants have been duly authorized by all necessary
corporate action on the part of the Company and, as of the
Closing, will be duly reserved for issuance.  When the shares of
Common Stock are issued upon conversion of the Preferred Shares
and upon exercise of the New Warrants and the Revised Warrants,
such shares will be validly issued and outstanding, fully paid
and nonassessable and the issuance of such shares will not be
subject to preemptive rights of any other stockholder of the
Company.

          (f)  Financial Statements.  (1) The Company has
heretofore delivered or made available to the Purchaser the
audited consolidated balance sheets at June 30, 1995, 1994 and
1993 of the Company and the related consolidated statements of
income, stockholders' equity and cash flows for the years then
ended, including the related notes and auditor's report thereon
(the "Financial Statements"). The Financial Statements (i)
present fairly the consolidated financial condition of the
Company at the dates thereof and present fairly its consolidated
results of operations and cash flows for the years then ended and
(ii) have been prepared in conformity with generally accepted
accounting principles ("GAAP") applied consistently with respect
to the immediately preceding fiscal year period except as set
forth in the notes to the Financial Statements or in the
auditor's report thereon.

          (2) The Company has heretofore delivered or made
available to the Purchaser the unaudited consolidated balance
sheet at September 30, 1995 of the Company (the "September
Balance Sheet") and the related consolidated statements of income
and cash flows for the three months then ended (such September
Balance Sheet and related consolidated statements, collectively,
the "September Financial Statements"), each of which (i) presents
fairly, in all material respects, the consolidated financial
condition of the Company at September 30, 1995, and presents
fairly  its consolidated results of operations and cash flows for
the nine months then ended and (ii) has been prepared in
compliance with all of the requirements of Section 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")
and the applicable rules and regulations thereunder.

          (g)  SEC Reports.  The Company has filed all reports,
statements, forms and documents with the Securities Exchange
Commission ("SEC") that it was required to file since December
31, 1990 (the "SEC Reports"), all of which have complied in all
material respects with all applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and
the Exchange Act.  As of their respective dates, each such
report, statement, form or document, including without limitation
any financial statements or schedules included therein, did not
contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading.

          (h)  Liabilities.  As of the date hereof, except (i) as
set forth on the September Balance Sheet, (ii) as set forth in
Section 3(h) of the Disclosure Schedule or (iii) for liabilities
or obligations which were incurred after September 30, 1995 in
the ordinary course of business and consistent with past
practices, the Company has no liabilities, obligations, claims or
losses (whether liquidated or unliquidated, secured or unsecured,
absolute, accrued, contingent or otherwise) that would be
required to be disclosed on a consolidated balance sheet of the
Company (including the notes thereto) in conformity with GAAP.

          (i)  Indebtedness of the Company.  Section 3(i) of the
Disclosure Schedule sets forth all outstanding secured and
unsecured Indebtedness (as defined hereinafter) of the Company in
excess of $50,000 in any individual case, or for which the
Company has commitments, on the date of this Agreement.  The
Company is not in default with respect to any such Indebtedness.
"Indebtedness" means at any time, (i) all indebtedness for
borrowed money, (ii) all obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) all
reimbursement obligations and other liabilities under letters of
credit, (iv) all obligations to pay the deferred purchase price
of property or services, other than normal trade creditors in the
ordinary course, (v) all obligations in respect of capitalized
leases, (vi) all guarantees and contractual obligations of the
Company, contingent or otherwise, with respect to any
indebtedness or obligation of another, and (vii) all obligations
of the Company secured by any mortgage, pledge, lien, security
interest or other encumbrance on any asset or property of the
Company, whether or not such obligation has been assumed.

          (j)  Title to Properties; Liens.  The Company does not
own any real property.  Section 3(j) of the Disclosure Schedule
correctly describes all real property leased by the Company,
together with a description of the lease payment obligations and
lease termination provisions relating thereto.  The Company
enjoys peaceful and undisturbed possession under all leases
necessary in any material respect for the operation of its
properties and assets, and all such leases are valid and
subsisting and are in full force and effect.

          (k)  Actions Pending. There is no action, suit, claim,
investigation or proceeding pending or, to the knowledge of the
Company, threatened, against the Company which questions the
validity of this Agreement or the Related Agreements or any
action taken or to be taken pursuant hereto or thereto.  There is
no action, suit, claim, investigation or proceeding pending or,
to the knowledge of the Company, threatened, against or involving
the Company or any of its properties or assets. There are no
outstanding orders, judgments, injunctions, awards or decrees of
any court, arbitrator or governmental or regulatory body against
the Company.

          (l)  Compliance with Law.  The business of the Company
has been and is presently being conducted so as to comply with
all applicable federal, state, and local governmental laws,
rules, regulations and ordinances. The Company has all material
franchises, permits, licenses, consents and other governmental or
regulatory authorizations and approvals necessary for the conduct
of its business as now being conducted by it, and the Company is
in compliance therewith except for any non-compliances which
would not, individually or in the aggregate, have a Company
Material Adverse Effect.

          (m)  No Violations.  The Company is not in violation of
or default under (i) any term of its Certificate of Incorporation
or By-Laws, (ii) any of its contracts or agreements or under any
instrument by which the Company is bound, or (iii) any
outstanding indenture or other debt instrument or with respect to
the payment of principal of or interest on any outstanding
obligations for borrowed money.

          (n)  Taxes.

               (i)  The Company has duly and timely filed, or
caused to be filed, and will duly and timely file, or cause to
file, with the appropriate taxing authority all Tax Returns (as
defined below) required to be filed on or before the date hereof
by or with respect to the Company and such Tax Returns were or
will be true, correct and complete in all material respects when
filed.

               (ii) The Company has paid or caused to be paid in
full or has made adequate provision for on its balance sheet all
material Taxes (as defined below) shown to be due on such Tax
Returns.  There are no liens for Taxes upon the assets of either
the Company except for statutory Liens for current Taxes not yet
due.

               (iii)  None of the Tax Returns filed by or on
behalf of the Company has been examined by the appropriate taxing
authorities.

               (iv) Except as set forth in Schedule 3(n)(iv)
hereto, the Company has not received any notice of deficiency or
assessment from any taxing authority with respect to liabilities
or obligations for Taxes with respect to the Company which has
not been fully paid or finally settled, and any such deficiency
or assessment shown in Schedule 3(n)(iv) hereto is being
contested in good faith through appropriate proceedings.  The
Company has not given any outstanding waivers or comparable
consents extending the application of the statute of limitations
with respect to any Taxes or Tax Returns with respect to the
Company.

               (v)  The Company has complied in all material
respects with all applicable laws, rules and regulations relating
to the payment and withholding of payroll and employment taxes
and have, within the time and in the manner prescribed by law,
withheld from employee wages and paid over to the proper
governmental authorities all material payroll and employment
taxes required to be so withheld and paid over.

               (vi) No audit or other administrative proceeding
or court proceeding which is material to the financial condition
of Company is presently pending with regard to any Taxes or Tax
Returns.

               (vii)  The amount and character of the tax loss
carryforwards as set forth in the Company's financial statements
for the year ending June 30, 1995 are materially accurate and, to
the Company's best knowledge, are not subject to any "Section 382
limitation" under Section 382 of the Code, and any regulations
promulgated thereunder.  To the Company's best knowledge, at the
Closing Date, the issuance of the Preferred Shares, the Warrants
and the Fee Warrants in accordance with the terms of this
Agreement and the Related Agreements will not result in an
"ownership change" under Section 382 of the Code, and any
regulations promulgated thereunder.  As of the Closing Date, the
Company shall not have any plan or intention to take any action
after the Closing Date, which to its best knowledge would result
in an "ownership change" under Section 382 of the Code and any
regulations promulgated thereunder.

               (viii)    For purposes of this Agreement, "Taxes"
shall mean any and all taxes, charges, fees, levies or other like
assessments (and all related interest, additions to tax and
penalties), including, but not limited to, income, transfer,
gains, gross receipts, excise, inventory, property (real,
personal or intangible), custom, duty, sales, use, license,
withholding, payroll, employment, capital stock and franchise
taxes, imposed by the United States, or any state, local or
foreign taxing authority, whether computed on a unitary, combined
or any other basis and "Tax Return" shall mean any report, return
or other information filed with any taxing authority with respect
to Taxes imposed upon or attributable to the operations of the
Company.

          (o)  ERISA.  Section 3(o) of the Disclosure Schedule
contains a true and complete list of each employee benefit plan,
as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and any other bonus,
severance or termination pay, stock option or stock purchase,
incentive pay or other plan, program or arrangement covering
present or former employees of the Company which is maintained or
contributed to by the Company or any of its subsidiaries (the
"Plans").  None of the Plans is subject to the provisions of
Title IV of ERISA, and none of the Plans is a multiemployer Plan
as defined in Section 3(37) of ERISA (a "Multiemployer Plan").
The Company has not incurred (directly or indirectly) any
liability to the Pension Benefit Guaranty Corporation or with
respect to a Multiemployer Plan.  None of the Plans is subject to
the minimum funding standards set forth in Section 302 of ERISA
or Section 412 of the Internal Revenue Code of 1986, as amended
(the "Code").  None of the Company or any of its officers or
employees has engaged in a "prohibited transaction" as defined in
Section 406 of ERISA or Section 4975 of the Code with respect to
any Plan which would subject any of such parties to a civil
penalty under Section 502(i) of ERISA or an excise tax under
Section 4975 of the Code.  Each of the Plans has been operated in
all material respects in accordance with applicable law,
including ERISA and the Code.  None of the Plans is an employee
welfare plan, as defined in Section 3(1) of ERISA, which provides
health or life insurance benefits to employees of the Company
following their retirement (other than coverage mandated by
applicable law).  Each Plan that is intended to be qualified
under Section 401(a) of the Code is so qualified.

          (p)  Absence of Specified Changes.  Except as set forth
in Section 3(p) of the Disclosure Schedule, during the period
from June 30, 1995 to the date hereof, there has not been any:

               (1)  material adverse change in the business,
condition or results of operations of the Company;

               (2)  transactions involving the Company except in
the ordinary course of business;

               (3)  change in accounting principles, methods or
practices of the Company;

               (4)  amendment to the Certificate of Incorporation
or By-Laws of the Company; or

               (5)  agreement or understanding to take any of the
actions described above in this paragraph.

          (q)  Certain Fees.  No broker's, finder's or financial
advisory fees or commissions will be payable by the Company with
respect to the transactions contemplated by this Agreement and
the Related Agreements.

          (r)  Use of Proceeds.  The Company will apply the
proceeds from the sale of the Series F Preferred Shares, the
Series G Preferred Shares and the New Warrants to general working
capital purposes.

          (s)  Intellectual Property Rights.

               (i)  The Company is the owner of or has rights to
use (including the right to sue for past infringement) the
intellectual and similar property of every kind and nature used
at any time in or necessary for the conduct of its business,
including without limitation, (A) Patents (meaning all United
States and foreign patents and patent applications, patent
disclosures and inventions, and all patents issued upon said
patent applications or based upon said disclosures and
inventions, including all reissues, divisions, continuations,
continuations-in-part, substitutions, extensions or renewals of
any of the foregoing), (B) Trademarks (meaning all United States,
any political subdivision thereof, and foreign trademarks,
service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, logos,
designs and general intangibles of like nature, all registrations
and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications
in the United States Patent and Trademark Office (the "PTO"), any
State of the United States or any other country or jurisdiction
or any political subdivision thereof, and all goodwill symbolized
thereby and/or associated therewith and all extensions or
renewals thereof,), (C) Copyrights (meaning all copyrights,
United States and foreign copyright registrations, and
applications to register copyrights), (D) inventions, formulae,
processes, designs, know-how, show-how or other data or
information, (E) confidential or proprietary technical and
business information, processes and trade secrets, (F) computer
software and databases (including all embodiments or fixations
thereof and related documentation, registrations and franchises,
and all additions, improvements, enhancements, updated and
accessions thereto), (G) all technical manuals and documentation
made or used in connection with any of the foregoing, and (H) all
licenses and rights with respect to the foregoing or property of
like nature, in each case as any of the foregoing have been at
any time used in or necessary for the conduct of the business of
the Company (collectively, the "Intellectual Property Rights").

               (ii) Section 3(s)(ii) of the Disclosure Schedule
sets forth a complete and accurate list of all Copyrights,
Patents, and Trademarks owned by or under obligation of
assignment to the Company.  Each owner identified thereon is
listed in the records of the appropriate United States, State or
foreign agency as the sole owner of record.

               (iii)  Section 3(s)(iii) of the Disclosure
Schedule sets forth a complete and accurate list of (a) all
material agreements and (b) all other agreements entered into
since January 1, 1990, in each case between the Company and any
third party granting any right to use or practice any rights
under any Intellectual Property Right (collectively, the
"Intellectual Property Licenses"), except for single-user
licenses granting the right to use on a single personal computer
a single copy of application software incorporating any of the
Company's Intellectual Property Rights.

               (iv) There is no restriction or limitation on the
right of the Company to transfer any of the Intellectual Property
Rights.

               (v)  No trade secret, formula, process, invention,
design, know-how, show-how or any other confidential information
relating to the Company's business has been disclosed or
authorized to be disclosed to any third party unless any such
third party has entered into, or is bound by, a confidentiality
agreement that is sufficient to protect fully the Company's
proprietary interest and right in and to such Intellectual
Property Right.

               (vi) The use of the Intellectual Property Rights
by the Company is not in conflict with the rights of others.
There are no pending legal or governmental proceedings, including
oppositions, interferences, proceedings or suits, relating to the
Intellectual Property Rights, and, to the best knowledge of the
Company, no such proceedings are threatened.  To the best
knowledge of the Company, the conduct of the business of the
Company and the exercise of the Intellectual Property Rights does
not infringe upon or otherwise violate, and the exercise of any
rights granted to the Company under any Intellectual Property
License would not infringe upon or violate any intellectual
property rights of any third party.  To the best knowledge of the
Company, except as set forth in Section 3(s)(vi), no person is
infringing upon or otherwise violating any of the Intellectual
Property Rights.  None of the Company or its affiliates has
received notice of any claims, and there are no pending claims,
of any persons relating to the scope, ownership or use of any of
the Intellectual Property Rights.

               (vii)  Each copyright registration, patent, and
registered trademark and application therefor listed in Section
3(s)(ii) of the Disclosure Schedule is valid, subsisting and in
proper form, and has been duly maintained, including the
submission of all necessary filings in accordance with the legal
and administrative requirements of the appropriate jurisdictions.
There have been no failures in complying with such requirements.
No such Copyright, Patent or Trademark has lapsed and there has
been no cancellation or abandonment thereof.

               (viii)  With respect to each patent and patent
application listed in Section 3(s) of the Disclosure Schedule,
there are no defects of form in the preparation or filing of the
applications thereof.  Each pending application is being
diligently prosecuted.  During the prosecution of each Patent,
(A) all pertinent prior art references known to the Company or
its counsel was properly disclosed to the PTO, and (B) neither
such counsel nor the Company made any misrepresentation to, or
concealed any material fact from, the PTO.

               (ix) The execution and delivery of this Agreement
and the Related Agreements and the taking of the actions
contemplated hereby and thereby will not alter any of the rights
of the Company in or to the Intellectual Property Rights.

          (t)  Environmental Matters.  The Company is in
compliance with the provisions of all federal, state and local
laws relating to pollution or protection of the environment
applicable to it or to real property leased by it or to the use,
operation or occupancy thereof, except for violations or
liabilities which individually or in the aggregate could not
reasonably be expected to have a Company Material Adverse Effect.
The Company has not engaged in any activity in violation of any
provision of any federal, state or local law relating to
pollution or protection of the environment, which violation could
reasonably be expected to have a Company Material Adverse Effect.
The Company has no liability, absolute or contingent, under any
federal, state or local law relating to pollution or protection
of the environment, except for liabilities which individually or
in the aggregate could not reasonably be expected to have a
Company Material Adverse Effect.

          (u)  Registration Rights.  Except as set forth in
Section 3(u) of the Disclosure Schedule, the Company is not a
party to any agreement granting registration rights to any person
with respect to any of its equity or debt securities.

          (v)  Agreements.  Section 3(v) of the Disclosure
Schedule contains a list of each agreement or instrument
(including any and all amendments thereto) to which the Company
is a party as of the date hereof and which is or, immediately
following the consummation of the transactions contemplated by
this Agreement, will be, material to the business, condition or
results of operations of the Company.  Each such agreement or
instrument (including any and all amendments thereto) is in full
force and effect and constitutes a legal, valid and binding
obligation of (i) the Company and (ii) to the best knowledge of
the Company, the other respective parties thereto, and, to the
best knowledge of the Company, no person is in default or breach
of (with or without the giving of notice or the passage of time)
any such agreement or instrument.

          (w)  Availability of Documents.  Section 3(w) of the
Disclosure Schedule contains a true, correct and complete copy of
the Company's Certificate of Incorporation, together with all
amendments thereto.  The Company has also heretofore provided or
made available to the Purchaser an accurate copy of its by-laws
and has heretofore made available for inspection by the Purchaser
all written agreements, arrangements, commitments and documents
referred to herein or in the Disclosure Schedule, in each case,
together with all amendments and supplements thereto.  The
Company has heretofore made available for inspection by the
Purchaser its corporate minute books.  Such corporate minute
books contain the minutes of all the meetings of stockholders,
board of directors and any committees thereof which have been
held since the Company's date of incorporation and all written
consents to action executed in lieu thereof.

          (x)  Business Relations.  To the knowledge of the
Company, no client, customer or supplier will cease to do
business with the Company due to the consummation of the
transactions contemplated by this Agreement or the Related
Agreements.

          (y)  Interest in Competitors, Suppliers, Customers,
etc.  Except as set forth on Section 3(y) of the Disclosure
Schedule or with respect to the ownership of less than 1% of the
outstanding publicly traded securities of an entity, neither the
Company nor its officers, directors, or affiliates have any
ownership interest in any competitor, supplier, customer or
franchisee of the Company.

          (z)  Private Offering.  Assuming the accuracy of the
Purchaser's representations set forth in Section 4(c) herein, the
offer and sale of the Shares hereunder is exempt from the
registration and prospectus delivery requirements of the
Securities Act.  Neither the Company nor any person acting on
behalf of it has taken or will take any action which would
subject the offering and issuance of any of such securities to
the provisions of Section 5 of the Securities Act or to the
provisions of any securities law, rule or regulation of any
applicable jurisdiction.

          (aa)  Disclosure.  No representation or warranty to
Purchaser contained in this Agreement and no statement contained
in the Disclosure Schedule or any Officer's Certificate of the
Company furnished pursuant to the provisions hereof, contains any
untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained therein
not misleading.


4.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

          Each Purchaser represents and warrants, severally and
not jointly, to the Company as follows:

          (a)  Organization and Standing of the Purchasers.  The
Purchaser is a partnership duly organized, validly existing and
in good standing (to the extent such concept exists) under the
laws of the jurisdiction of its organization.

          (b)  Authority; Enforceability; No Conflict. The
Purchaser has all requisite power and authority (corporate or
otherwise) to enter into this Agreement and to carry out its
obligations hereunder.  The execution, delivery and performance
of this Agreement by the Purchaser have been duly and validly
authorized by all requisite partnership proceedings on the part
of the Purchaser.  This Agreement is a valid and binding
obligation of the Purchaser, enforceable against it in accordance
with its terms, except that (i) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium,
rehabilitation, liquidation, conservatorship, receivership or
other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.  The
execution and delivery of this Agreement by the Purchaser do not,
and consummation by the Purchaser of the transactions
contemplated hereby will not, result in or constitute (i) a
default, breach or violation of or under the organizational
documents of the Purchaser, or (ii) a default, breach or
violation of or under any mortgage, deed of trust, indenture,
note, bond, license, lease agreement or other instrument or
obligation to which the Purchaser is a party or by which any of
its properties or assets are bound, except for any defaults,
breaches or violations which would not, individually or in the
aggregate, have a material adverse effect on the Purchaser or
prevent or materially delay the consummation by the Purchaser of
the transactions contemplated hereby, or (iii) a violation of any
statute, rule, regulation, order, judgment or decree of any
court, public body or authority, except for any violations which
would not, individually or in the aggregate, have a material
adverse effect on the Purchaser or prevent or materially delay
the consummation by the Purchaser of the transactions
contemplated hereby.

          (c)  Acquisition for Investment.  The Purchaser is
either an "accredited investor," as that term is defined in
230.501(a) of the rules and regulations promulgated by the SEC
under the 1933 Act or a person described in 230.506(b)(ii) of
such rules and regulations.  The Purchaser is acquiring the
Preferred Shares, the New Warrants and, in the case of Wand III,
the Revised Warrants solely for its own account for the purpose
of investment and not with a view to or for sale in connection
with any distribution thereof, and has no present intention or
plan to effect any distribution of such Preferred Shares, the New
Warrants or Revised Warrants.  The Purchaser acknowledges that it
is able to bear the financial risks associated with an investment
in the Preferred Shares and Warrants.  The Preferred Shares and
Warrants may bear a legend to the following effect:

               "THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, OR
          THE SECURITIES LAWS OF ANY STATE IN RELIANCE
          ON CERTAIN EXEMPTIONS FROM REGISTRATION
          THEREUNDER.  THE SALE, PLEDGE, HYPOTHECATION
          OR OTHER TRANSFER OF SUCH SECURITIES IS
          SUBJECT TO COMPLIANCE WITH APPLICABLE
          SECURITIES LAWS AND REGULATIONS AND CERTAIN
          RESTRICTIONS AND CONDITIONS CONTAINED IN A
          CERTAIN SECURITIES PURCHASE AND EXCHANGE
          AGREEMENT AND RELATED AGREEMENTS DATED AS OF
          JANUARY 31, 1996. THE HOLDER OF THIS
          CERTIFICATE BY ACCEPTANCE HEREOF AGREES TO BE
          BOUND BY SUCH RESTRICTIONS AND CONDITIONS. A
          COPY OF THE SECURITIES PURCHASE AND EXCHANGE
          AGREEMENT IS ON FILE WITH THE SECRETARY OF
          THE COMPANY."


5.  CONDUCT OF BUSINESS OF THE COMPANY.

          Except as expressly contemplated by this Agreement or
the Related Agreements, during the period from the date hereof
through the Closing, the Company will conduct its operations
according to its ordinary course of business and consistent with
past practice, and the Company will use its best efforts to
preserve intact its business organization, to keep available the
services of its officers and employees and to maintain existing
relationships with customers and others having business
relationships with it.  Without limiting the generality of the
foregoing, and except as otherwise expressly contemplated by this
Agreement or the Related Agreements or as set forth in Section 5
of the Disclosure Schedule, prior to the Closing, the Company
will not, without the prior written consent of the Purchaser:

          (a)  amend its Certificate of Incorporation or By-Laws;

          (b)  (i) except in accordance with the existing terms
of the convertible securities, warrants, options and other
agreements disclosed on Section 3(c) of the Disclosure Schedule,
authorize for issuance, issue, sell, deliver or agree or commit
to issue, sell or deliver (whether through the issuance or
granting of options, warrants, commitments, subscriptions, rights
to purchase or otherwise) any securities of any class, or (ii)
amend in any respect any of the terms of any such securities
outstanding as of the date hereof, except to the extent required
by the express terms on the date hereof of such securities;

          (c)  split, combine or reclassify any shares of its
capital stock, declare, set aside or pay any dividend or other
distribution (whether in cash, stock, or property or any
combination thereof) in respect of its capital stock (except for
dividends on the existing preferred stock in accordance with its
terms), or redeem, retire, repurchase or otherwise acquire,
directly or indirectly, any of its securities or adopt a plan of
complete or partial liquidation or resolutions providing for or
authorizing any such liquidation;

          (d)  incur any additional Indebtedness, except for
short-term borrowings or other Indebtedness incurred in the
ordinary course of business, or mortgage or pledge any of its
assets, tangible or intangible;

          (e)  acquire, sell, lease or dispose of any assets
outside the ordinary course of business;

          (f)  make any change in any of the accounting
principles or practices, methods or practices or business
policies used by it;

          (g)  acquire (by merger, consolidation, or acquisition
of stock or assets) any corporation, partnership or other
business organization or division thereof;

          (h)  pay, discharge or satisfy any claims, liabilities
or obligations (absolute, accrued, contingent or otherwise),
other than the payment, discharge or satisfaction in the ordinary
course of business consistent with past practice or, in
accordance with their terms, of liabilities reflected or reserved
against in the September Balance Sheet (or the notes thereto) or
incurred in the ordinary course of business consistent with past
practice;

          (i)  increase the compensation payable to the officers
and employees of the Company, except for increases in salary or
wages (a) in accordance with past practice or (b) in conjunction
with promotions or other changes in job status in the ordinary
course of business;

          (j)  pay, loan or advance any amounts to, transfer or
lease any properties or assets to or enter into any contract or
agreement with any officers, directors, employees or shareholders
of the Company, except with respect to directors' fees and
compensation to officers and employees at rates in accordance
with past practice, and except with respect to reimbursable
business expenses of a nature and in amounts reasonably related
to the requirements of the business of the Company;

          (k)  waive or release any rights of material value or
terminate or fail to renew any material contract; or

          (l)  take, or agree in writing or otherwise to take,
directly or indirectly, any of the actions described in Sections
5(a) through 5(k).


6.  ADDITIONAL AGREEMENTS.

          (a)  Access to Information; Confidentiality. From the
date hereof to the Closing, the Company shall afford the
officers, employees and agents of the Purchasers access during
normal business hours to the Company's officers, employees,
agents, properties, offices and all books and records of the
Company, and shall furnish the Purchasers with all financial,
operating and other data and information concerning the Company
as the Purchaser, through its officers, employees or agents, may
request and shall cooperate fully with the Purchasers and their
representatives in their examination of the Company.

          Each Purchaser will, and will cause its respective
affiliates, partners, directors, officers, employees, agents,
representatives and financial advisors (collectively,
"Representatives") to, hold in strict confidence all Confidential
Information (as hereinafter defined), and not disclose the same
to any person without the prior consent of the Company, unless
compelled to disclose any such Confidential Information by
judicial or administrative process or, in the written opinion of
their counsel, by other requirements of law.  Prior to disclosing
any Confidential Information to any such person, the Purchasers
will inform such person and its representatives of the
confidential nature thereof and will obtain from such person its
agreement to be bound by the provisions of this paragraph as if
references herein to the Purchaser  were references to such
person.  If this Agreement is terminated, each Purchaser will
promptly return to the Company or destroy all documents
(including all copies thereof) furnished by the Company and
received by such Purchaser or any of its Representatives
containing such Confidential Information.  For purposes hereof,
"Confidential Information" shall mean all confidential nonpublic
information concerning the Company that the Purchaser obtains
from the Company, or its representatives, excluding any such
information that subsequently becomes publicly available (other
than directly or indirectly through acts of the Purchaser.)

          (b)  Best Efforts.  Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use its
best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things reasonably necessary, proper
or advisable under applicable laws and regulations to consummate
and make effective the transactions contemplated by this
Agreement and the Related Agreements as promptly as practicable.
In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this
Agreement and the Related Agreements, the proper officers and
directors of each party hereto shall take all such necessary
action.

          (c)  Public Announcements.  The Purchasers and the
Company will consult with each other before issuing any press
release or otherwise making any public statements with respect to
the transactions contemplated by this Agreement and the Related
Agreements, and shall not issue any such press release or make
any such public statement prior to such consultation, except as
may be required by applicable law.  Except as may be required by
applicable law, the Company shall not disclose the identify of
any Purchaser in any such press release or other public statement
without the prior written consent of such Purchaser.

          (d)  Supplements to Disclosure Schedule.  Prior to the
Closing, the Company will supplement or amend the Disclosure
Schedule with respect to any matter hereafter arising which, if
existing or occurring at the date of this Agreement, would have
been required to be set forth or described in the Disclosure
Schedule.  No supplement or amendment of the Disclosure Schedule
made pursuant to this section shall be deemed to cure any breach
of any representation or warranty made in this Agreement unless
the Purchasers specifically agrees thereto in writing.

          (e)  Directors.  For so long as the Purchasers shall
own, in the aggregate, Common Stock (or Preferred Shares
convertible into Common Stock) equal to or exceeding five percent
of the then outstanding Common Stock of the Company, the
Purchaser shall be entitled to propose two candidates (the
"Purchaser Designees") for election to the Board of Directors of
the Company.  Subject to its fiduciary duties to shareholders,
the Company will recommend to its shareholders that the Purchaser
Designees be elected to the Company's Board of Directors.


7.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
     COMPANY TO SELL THE PREFERRED SHARES AND WARRANTS AND OF THE
PURCHASERS TO PURCHASE THE PREFERRED SHARES AND WARRANTS.

          The respective obligations hereunder of the Company to
issue and sell the Preferred Shares and Warrants and of the
Purchasers to purchase the Preferred Shares and Warrants are
subject to the satisfaction, at or before the Closing, of each of
the following conditions set forth in paragraphs (a) through (c)
below.

          (a)  Consents.  The consents and approvals set forth in
Section 3(b) of the Disclosure Schedule shall have been obtained.

          (b)  No Injunction.  No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or enforced by any court or
governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this
Agreement.

          (c)  Related Agreements.  The Related Agreements shall
have been executed and delivered by the parties thereto.


8.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
     COMPANY TO SELL THE PREFERRED SHARES AND WARRANTS.

          The obligation hereunder of the Company to sell the
Preferred Shares and Warrants to the Purchasers is further
subject to the satisfaction, at or before the Closing, of each of
the following conditions set forth in paragraphs (a) and (b)
below.  These conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion.

          (a)  Accuracy of the Purchasers' Representations and
Warranties.  The representations and warranties of each Purchaser
shall be true and correct in all material respects as of the date
when made and as of the Closing as though made at that time
(except for representations and warranties that speak as of a
particular date).

          (b)  Performance by the Purchasers.  The Purchasers
shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by
the Purchasers at or prior to the Closing.


9.   CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
     PURCHASERS TO PURCHASE THE PREFERRED SHARES AND
     WARRANTS.

          The obligation of the Purchasers hereunder to acquire
and pay for the Preferred Shares and Warrants is subject to the
satisfaction, at or before the Closing, of each of the following
conditions set forth in paragraphs (a) through (e) below.  These
conditions are for the Purchaser's sole benefit and may be waived
by the Purchasers at any time in its sole discretion.

          (a)  Accuracy of the Company's Representations and
Warranties.  The representations and warranties of the Company
shall be true and correct in all material respects as of the date
when made and as of the Closing as though made at that time
(except for representations and warranties that speak as of a
particular date).

          (b)  Performance by the Company.  The Company shall
have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing.

          (c)  Legal Opinions.  The Purchasers shall have
received the opinion of Baer Marks & Upham, substantially in the
form set forth in Exhibit IX hereto.

          (d)  Compliance with Securities Laws.  The offering and
sale by the Company, at or prior to the Closing, of the Preferred
Shares and Warrants shall have been made in compliance with all
applicable requirements of federal and state securities laws and
each Purchaser shall have received evidence thereof in form and
substance reasonably satisfactory to it.

          (e)  No Offerings.  Neither the Company nor any of its
subsidiaries shall have offered, placed or sold, or caused or
agreed to be offered, placed or sold, any securities or other
obligations other than as part of the contemplated sale of the
Preferred Shares and Warrants and the capital structure as
reflected herein.

          (f)  Regulatory Approvals.  All regulatory approvals
shall have been obtained by the Purchasers.


10.  TERMINATION.

          (a)  Right To Terminate.  Notwithstanding anything to
the contrary set forth in this Agreement, this Agreement may be
terminated and the transactions contemplated herein abandoned at
any time prior to the Closing:
               (i)  at any time by mutual written consent of the
Company and the Purchasers;

               (ii)  by either the Company or the Purchaser if
the Closing shall not have occurred by March 1, 1996; provided,
however, that the right to terminate this Agreement under this
Section 10(a)(ii) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been
the cause of, or resulted in, the failure of the Closing to occur
on or before such date; or

               (iii)  by either the Company or the Purchasers if
a court of competent jurisdiction shall have issued an order,
decree or ruling permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement, and
such order, decree, ruling or other action shall have become
final and nonappealable.

          (b)  Obligations to Cease.  In the event that this
Agreement shall be terminated pursuant to Section 10(a) hereof,
all obligations of the parties hereto under this Agreement shall
terminate and there shall be no liability of any party hereto to
any other party except that (i) the provisions of the second
paragraph of Section 6(a), Section 11, and Section 12(g) shall
survive, and shall be and remain in full force and effect and
(ii) nothing herein will relieve any party from liability for any
willful breach of this Agreement.


11.  INDEMNIFICATION.

          (a)  General Indemnity.  The Company agrees to
indemnify and save harmless the Purchasers (and their respective
directors, officers, partners, affiliates, representatives,
advisors, successors and assigns) from and against any and all
losses, liabilities, deficiencies, costs, damages and expenses
(including, without limitation, interest, penalties, reasonable
attorneys' fees, charges and disbursements) incurred by the
Purchasers as a result of (i) any breach of the representations,
warranties or covenants made by the Company herein or in the
Related Agreements or (ii) any action, proceeding or claim
commenced or threatened by a third party in connection with this
Agreement, the Related Agreements and the transactions
contemplated hereby and thereby. Each Purchaser agrees to
indemnify and save harmless the Company (and its directors,
officers, partners, affiliates, representatives, advisors,
successors and assigns) from and against any and all losses,
liabilities, deficiencies, costs, damages and expenses
(including, without limitation, interest, penalties, reasonable
attorneys' fees, charges and disbursements) incurred by the
Company as a result of any breach of the representations,
warranties or covenants made by such Purchaser herein or in the
Related Agreements.  No party shall be entitled to
indemnification hereunder unless and until the aggregate amount
of such party's indemnification claims exceeds $15,000 and then
to the full extent of such claims.

          (b)  Indemnification Procedure.  Any party entitled to
indemnification under this Section 11 (an "indemnified party")
will give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification promptly
after the discovery by such party of any matters giving rise to a
claim for indemnification; provided that the failure of any party
entitled to indemnification hereunder to give notice as provided
herein shall not relieve the indemnifying party of its
obligations under this Section 11 except to the extent that the
indemnifying party is actually prejudiced by such failure to give
notice.  In case any action, proceeding or claim is brought
against an indemnified party in respect of which indemnification
is sought hereunder, the indemnifying party shall be entitled to
participate in and, unless in the reasonable judgment of the
indemnified party a conflict of interest between it and the
indemnifying party may exist in respect of such action,
proceeding or claim, to assume the defense thereof, with counsel
reasonably satisfactory to the indemnified party. In the event
that the indemnifying party advises an indemnified party that it
will contest such a claim for indemnification hereunder, or
fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to
defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any
time after it commences such defense), then the indemnified party
may, at its option, defend, settle or otherwise compromise or pay
such action or claim.  In any event, unless and until the
indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the
indemnified party's costs and expenses arising out of the
defense, settlement or compromise of any such action, claim or
proceeding shall be losses subject to indemnification hereunder.
The indemnified party shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to
the indemnified party which relates to such action or claim.  The
indemnifying party shall keep the indemnified party fully
apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto.  If the
indemnifying party elects to defend any such action or claim,
then the indemnified party shall be entitled to participate in
such defense with counsel of its choice at its sole cost and
expense.  The indemnifying party shall not be liable for any
settlement of any action, claim or proceeding effected without
its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its
consent.  Anything in this Section 11 to the contrary
notwithstanding, the indemnifying party shall not, without the
indemnified party's prior written consent, settle or compromise
any claim or consent to entry of any judgment in respect thereof
which imposes any future obligation on the indemnified party or
which does not include, as an unconditional term thereof, the
giving by the claimant or the plaintiff to the indemnified party
of a release from all liability in respect of such claim.  The
indemnification required by this Section 11 shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.  The indemnity
agreements contained herein shall be in addition to (i) any cause
of action or similar right of the indemnified party against the
indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


12.  MISCELLANEOUS.

          (a)  Brokers.  The Company and the Purchasers represent
and warrant to each other that they have not taken any action
which will result in any liability of the other to pay any
broker's or finder's fee with respect to this Agreement or the
transactions contemplated hereby.

          (b)  Expenses.  Each party hereto shall pay its own
fees and expenses incurred in connection with this Agreement
except that, if the closing of the purchase of the Series G
Preferred Stock by the Wand III Partnership, as set forth on
Schedule 1 attached hereto, is consummated, the Company shall,
immediately thereafter, pay the reasonable out-of-pocket fees and
expenses, up to a maximum amount of $10,000, incurred by the
Purchasers in connection with this Agreement, the Related
Agreements and the transactions contemplated hereby and thereby,
including the reasonable fees and expenses of Skadden, Arps,
Slate, Meagher & Flom in its capacity as Purchasers' legal
counsel.

          (c)  Survival of Representations, Warranties and
Covenants.  The representations and warranties set forth herein
shall survive the Closing until sixty days after the Company
shall have delivered to the Purchaser the audited financial
statements of the Company and its consolidated subsidiaries (if
any) for the fiscal year ended June 30, 1997, certified by the
Company's independent public accountants; provided that the
representations and warranties shall survive such date to the
extent written notice of any breach thereof is given on or prior
to such date and representations and warranties relating to Taxes
shall survive until a date which is six months after the
expiration of the applicable statute of limitations.  The
covenants of the Company set forth herein shall endure for so
long as the Purchaser shall continue as a stockholder of the
Company or for such shorter period as may be specified herein.

          (d)  Assignment and Binding Effect.  Neither the
Company nor the Purchaser shall assign all or any part of this
Agreement without the prior written consent of the other;
provided, however, that the Purchaser, without such prior written
consent, may assign its rights hereunder to any entity or
entities directly or indirectly controlled by, or under common
control with, it; provided, further, that no such assignment
shall relieve the Purchaser of its obligations under this
Agreement. This Agreement shall be binding upon and inure to the
benefit of the permitted successors and assigns of the parties
pursuant to this paragraph.

          (e)  Headings.  Subject headings are included for
convenience only and shall not affect the interpretation of any
provisions of this Agreement.

          (f)  Notices.  Any notice, demand, request, waiver, or
other communication under this Agreement shall be in writing and
shall be deemed to have been duly given on the date of service if
personally served or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail,
registered, return receipt requested, postage prepaid and
addressed as follows:

          To the Company:  Nestor, Inc.
                           One Richmond Square
                           Providence, Rhode Island 02906
                           Attention:  Chief Executive Officer

          With copies to:  Baer Marks & Upham
                           805 Third Avenue
                           New York, NY 10022-7513
                           Attention:  Herbert S. Meeker, Esq.

                  To the   Wand (Nestor) Inc.
              Purchasers:  c/o Wand Partners Inc.
                           630 Fifth Avenue
                           Suite 2435
                           New York, New York  10111
                           Attention:  Bruce W. Schnitzer

          With a copy to:  Skadden, Arps, Slate,
                             Meagher & Flom
                           919 Third Avenue
                           New York, New York  10022-3897
                           Attention:  Nancy L. Henry, Esq.

          (g)  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE AS APPLIED TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY IN THE STATE OF DELAWARE.

          (h)  Entire Agreement.  This Agreement, including the
Exhibits and Schedules hereto, sets forth the entire
understanding and agreement of the parties hereto relating to the
matters set forth herein and supersedes any and all other
understandings, negotiations or agreements between the parties
hereto relating to the matters set forth herein.

          (i)  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all
of which together shall constitute a single agreement.

          (j)  Severability.  In the event that any one or more
of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, the same
shall not affect any other provision of this Agreement, but this
Agreement shall be construed in a manner which, as nearly as
possible, reflects the original intent of the parties.

          (k)  Words in Singular and Plural Form.  Words used in
the singular form in this Agreement shall be deemed to import the
plural, and vice versa, as the sense may require.

          (l)  Amendment and Modification.  This Agreement may be
amended or modified only by written agreement executed by all
parties hereto.

          (m)  Waiver.  At any time prior to the Closing, any
party hereto may (i) extend the time for the performance of any
of the obligations or other acts of any other party hereto, (ii)
waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto,
and (iii) waive compliance with any of the agreements or
conditions contained herein.  Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the party
granting such waiver but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or future failure.

          (n)  Specific Enforcement.  The Purchaser and the
Company acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the
United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which they may be
entitled at law or equity.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first set forth above.

                              NESTOR, INC.
                              By:  /s/ Simon Heifetz
                                 Name:  Simon Heifetz
                                 Title:  Vice Chairman

                              WAND/NESTOR INVESTMENTS L.P.
                              WAND/NESTOR INVESTMENTS II L.P.
                              WAND/NESTOR INVESTMENTS III L.P.

                              By:  WAND (NESTOR) INC.
                                  as General Partner

                              By:  /s/ Malcolm P. Appelbaum
                                 Name:  Malcolm P. Appelbaum
                                 Title:  Vice President

                                       [150339/2a]
     
                                                              
                           SCHEDULE I
                                
                                

SECURITIES TO BE PURCHASED BY WAND/NESTOR INVESTMENTS L.P.

  Security                                   Purchase Price
  527 Shares of Series F Preferred Stock        $527,000
  (together with detachable Warrants to
  purchase 152.830 shares of Common Stock)



SECURITIES TO BE PURCHASED BY WAND/NESTOR INVESTMENTS II L.P.

  Security                                   Purchase Price
  72 Shares of Series F Preferred Stock          $72,000
  (together with detachable Warrants to
  purchase 20,880 shares of Common Stock)



SECURITIES TO BE PURCHASED BY WAND/NESTOR INVESTMENTS III L.P.

  Security                                   Purchase Price
  401 Shares of Series G Preferred Stock        $401,000
  (together with detachable Warrants to
  purchase 116,290 shares of Common Stock)


[The purchase of Series G Preferred Stock is subject to Wand
III's receipt of all regulatory approvals that it deems necessary
or advisable, in its sole discretion.]
Securities to be Transferred By
Wand/Nestor Investments L.P. to Wand/Nestor Investments III L.P.

                         74,151    Shares of Company Common Stock
                         1,444     Shares of Series C Preferred
                         Stock
                         8,322     Shares of Series D Preferred
                         Stock
                         416,115   $.65 Warrants
                         291,281   $1.00 Warrants
                         4,161     $2.00 Warrants



Securities To Be Exchanged By
Wand/Nestor Investments L.P.

                         1,776     Shares of Series C Preferred
                         Stock for 1,776 Shares of Series H
                         Preferred Stock



Securities To Be Exchanged By Wand/Nestor Investments II L.P.

                         250  Shares of Series C Preferred Stock
                         for 250 shares of Series H Preferred
                         Stock



Securities To Be Exchanged By Wand/Nestor Investments III L.P.

                         1,444     Shares of Series C Preferred
                         Stock for 1,444 Shares of Series E
                         Preferred Stock

                         416,115   $.65 Warrants for 416,115
                         Revised $.65 Warrants

                         291,281   $1.00 Warrants for 291,281
                         Revised $1.00 Warrants



                                
                                
           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(c)
                                
                                
                                
                          CAPITAL STOCK
                                
As of the date hereof, there are authorized 30,000,000 shares of
Common Stock, par value $.01 per share, of which 7,844,908 shares
are outstanding (excluding shares held in Treasury); and there
are authorized 10,000,000 shares of preferred stock, par value
$1.00 per share (the "Preferred Stock"), of which 452,064 shares
of Series A Preferred Stock, 2,380,000 shares of Series B
Preferred Stock, 3,470 shares of Series C Preferred Stock, and
210,549 shares of Series D Preferred Stock are outstanding.


                                
                    RIGHTS, OPTIONS, WARRANTS
                                
1.   There are outstanding Incentive Stock Options to purchase
     1,346,000 shares of the Company's common stock, which were
     issued pursuant to the Company's Incentive Stock Option
     Plan, expiring at various dates from 1996 through 2001.

2.   There are outstanding 689,375 warrants to purchase shares of
     the Company's common stock at $3.00 per share, which were
     issued to purchasers of the Company's Series B Convertible
     Preferred Shares, expiring in February 1996 and August 1996.
     Schedules of such warrants are attached to this disclosure
     schedule 3(c).

3.   There are outstanding warrants to purchase 105,275 shares of
     Common Stock of the Company at an exercise price of $2.00
     per share, which warrants were acquired by purchases of
     Series D Preferred Stock.


4.   There are outstanding 206,000 other warrants and non-
     qualified options to purchase Common Stock of the Company at
     prices ranging from $1.00 per share to $4.63 per share,
     expiring in 1996, 1997 and 1999, as more fully set forth
     below:











                     Number of    Expiration     Exercise
      Holder           Shares        Date          Price
                                               
Sam Albert                10,000    4/30/96           $4.625
Sam Albert                10,000    2/23/97            $1.20
David Fox                 68,000    5/1/99             $1.00
James D. Gerson           38,667    6/30/97            $1.20
Rodd Macklin               5,800    6/30/97            $1.20
One Hundred Pearl                                           
Street Ltd.               71,533    6/30/97            $1.20
Hampshire                                                   
Securities Corp.           2,000    6/30/97            $1.20

                                
                                
                                
                                
                                
                                
                                
           WARRANTS TO PURCHASE SHARES OF COMMON STOCK
                       AT $3.00 PER SHARE
                   EXPIRING FEBRUARY 26, 1996
                                
                                                  
     FIRST      LAST                       CERT.    OUT-
                                            NO.   STANDING
     Edgar      Ansten & Marion Ansten,       61     5,000
     James A.   Balletta                      62     5,000
                Brodbeck Enterprises,Inc.     63    30,000
     Robert J.  Brodbeck                      64    10,000
     Stephen N. Bunzl                         66    25,000
     Robert     Carroll, M.D.                 67    10,000
     Bruce      Crystal                       68    10,000
     Paul M.    Dorman                        69     5,000
     Harry L.   Epstein                       70    10,000
     Paul       Euwer, Jr.                    71     5,000
     Ray T.     Hebert                        73    15,000
     Ernest     Henderson III, Trustee        74    12,500
     Ernest     Henderson III                 75    12,500
     Evan D.    Jennings II                   76    50,000
     Gerald H.  Lazarus and                   79    12,500
     Malcolm A. Litman,Trustee                80    10,000
     Albert F.  Rothwell                      81     5,000
     Robert A.  Seder                         82     5,000
     Carol      Share                                2,500
     Vernon     Taylor, Jr., Trustee          84    25,000
     Charles J. Tornetta                      85     5,000
     Guarantee  Trust Co., Trustee            86    25,000
     &
     Thomas &   Villareal                     87    20,000
     Mary
     Irving A.  Wechsler                      88    50,000
     John I.    Wechsler                      89    25,000
                                    TOTAL           390,000
                                
           WARRANTS TO PURCHASE SHARES OF COMMON STOCK
                       AT $3.00 PER SHARE
                    EXPIRING AUGUST 31, 1996
                                
                                                      
     FIRST       LAST                      CERT. NO.  OUTSTANDING
     Richard S.  Betts                            95       10,000
     Franklin G. Downing                         122       12,500
                 Dryad Corporation                98       10,000
     John J.     Giardino, Jr.                   100       12,500
     Alvin M.    Glick                           103       10,000
     Arthur A.   Glick                           104       12,500
     Martin L.   Goldberg                        105       20,000
     Jeffrey B.  Harvey, IRA                     107       40,000
     Jeffrey B.  Harvey                          108       10,000
     Jens F.     Hoeg                            110       17,500
     William L.  Kemper                          123        5,000
     Charles F.  Kreiner, Jr.                    111       12,500
     Donald D.   Kruczek                         112        9,375
     Thomas A.   Lombardo, Jr.                   113        5,000
     William J.  Magavern II                     124       10,000
     Floyd       Meyer                           114       12,500
     Thomas M.   Murdock, Jr.                    115       25,000
     Thomas M.   Murdock,Jr. ACF Lisa M.                         
                 Murdock                         116       12,500
     Thomas M.   Murdock,Jr. ACF Kathryn                         
                 L. Murdock                      117       12,500
     R. Donald   Prescott, Jr.                   119       15,000
     Michael A.  Smith & Sandra L. Smith         125        2,500
     Carlota     Smith                           120       10,000
     Gerald      Strobel                         127        5,000
     Gerald A.   Strobel ACF Gerald M                            
                 Strobel                         128        2,500
     Gerald A.   Strobel ACF Kristen M                           
                 Strobel                         129        2,500
     Gerald A.   Strobel ACF Lauren                              
                 Strobel                         130        2,500
                                     TOTAL                 299,375

                                
                                
                                
           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(d)
                                
                                
                 SUBSIDIARIES AND OTHER VENTURES
                                
                                
                                
The Company has no subsidiaries.

The Company is the managing partner of a joint venture with
Oliver, Wyman & Co., Inc., which is dormant.

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(i)
                                
                                
                   INDEBTEDNESS OF THE COMPANY
                                
                                
                                
The Company has no indebtedness, secured or unsecured, in excess
of $50,000 in any individual case or for which the Company has
commitments on the date of this Agreement.



            SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(j)
                                
                                
                      REAL PROPERTY LEASED
                                
                                
                                

                                
The Company leases offices and research and development
facilities, consisting of approximately 10,000 square feet,
located at One Richmond Square, Providence, Rhode Island 02906,
for which the annual base rental is $159,044.

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                  DISCLOSURE SCHEDULE 3(n)(iv)
                                
                                
                         TAX ASSESSMENTS
                                
                                
                                
The Company has received a notice of deficiency in New York City
Rent Tax in the amount of $571.32.  The Company maintains that
this tax has been paid, and is disputing the notice of
deficiency.

The Company is in arrears in payment of $4,390 of Rhode Island
Sales and Use Tax.

            SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(o)
                                
                                
                     EMPLOYEE BENEFIT PLANS
                                
                                
                                

The Company has instituted a defined-contribution pension plan
under Section 401(k) of the Internal Revenue Code of 1986.



           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(p)
                                
                                
                                
ABSENCE OF SPECIFIED CHANGES FOR PERIOD FROM JUNE 30, 1995 TO THE
                           DATE HEREOF
                                
                                

(1)            The Company has heretofore furnished the Purchaser
          with copies of the Company's Reports on Form 10-Q as
          filed with the Securities and Exchange Commission for
          the period ended September 30, 1995.  Such Reports
          reflect operating losses of the Company with consequent
          reduction of the Company's net worth and working
          capital.  The Company has continued to experience
          operating losses from the date of the last such Report
          to the date of this Securities Purchase and Exchange
          Agreement.

(2)            On September 29, 1996, the Company close a public
          offering of units, each units consisting of one share
          of Series D Convertible Preferred Stock and one warrant
          to purchase one-half share of the Company's Common
          Stock.  The sale of such units is reflected in the
          Company's unaudited financial statement as at September
          30, 1995.

               On October 1995, the Company issued and delivered
          to Wand/Nestor Investments L.P. the securities
          described in a Cross Receipt between the Company and
          Wand/Nestor Investment L.P. dated October 5, 1995, in
          accordance with the terms of a First Amended and
          Restated Standy Financing Agreement dated as of June
          30, 1995.

(3)            There has been no change in accounting principles,
          methods or practices since June 30, 1993, except for
          (a) the presentation of revenues and expenses by
          product category and (b) accounting for the expense of
          (i) reduction in the exercise price of issued warrants
          and (ii) treating as an operating expense, and not a
          capital expense, the issuance of shares in connection
          with financing and the bargain-purchase value of
          warrants issued in connection with financings, upon
          their exercise.

(4)            The following amendments to the Company's
          Certificate of Incorporation have been filed:

               (a) On March 16, 1995, amending the Certificate of
          Designation relating to the Series C Senior Convertible
          Preferred Stock to increase the number of authorized
          shares to 3,500;

               (b) On June 9, 1995 amending the Certificate of
          Incorporation to increase the number of authorized
          shares of Common Stock to 30,000,000;
               (c) On August 9, 1995, a Certificate of
          Designation authorizing issuance of 3,000,000 shares of
          Series D Convertible Preferred Stock; and


               (d) On January 30, 1996, amending the Certificate
          of Designation relating to the Series D Convertible
          Preferred Stock reducing the authorized number of
          shares to 210,549.


(5)            There has been no agreement or understanding to
          take any of the actions described in paragraph 3(p) of
          this Agreement.
           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                  DISCLOSURE SCHEDULE 3(s)(ii)
                                
                                
               COPYRIGHTS, PATENTS AND TRADEMARKS
                                
                                
                                
The Company places copyright notices on its software and related
documentation, as appropriate.  The Company has not filed any
application for copyright registration.

There is annexed to this Schedule 3(s)(ii) a list of patents,
patent applications, trademark registrations, and trademark
applications owned by the Company.



          NESTOR, INC. PATENTS AND PATENT APPLICATIONS
                                

               DATE OF ISSUE            PATENT NO.
               United States
               December 26, 1995        5,479,574
               October 1, 1991          5,045,093
               September 18, 1990       4,958,375
               January 30, 1990         4,897,811
               July 26, 1988            4,760,604
               April 20, 1982           4,326,259
               March 9, 1982            4,319,331
               March 3, 1981            4,254,474
               August 23, 1977          4,044,243
               April 13, 1976           3,950,733
               Canada
               November 15, 1988        1,244,946
               March 26, 1985           1,184,661
               November 15, 1983        1,157,159
               November 7, 1978         1,042,109
               Netherlands
               February 19, 1985        176,313
               Mexico
               January 7, 1993          166,402
               January 25, 1985         151,653
               April 13, 1981           143,269
               Japan
               July 13, 1989            1,506,188
               July 14, 1987            1,389,124
               Germany
               January 8, 1981          2,524,734
               Great Britain
               March 30, 1977           1,457,338
               France
               July 27, 1981            7,705,803
               June 5, 1975             7,517,627
               Italy
               October 30, 1979         1,036,906
               Spain
               September 7, 1987        548,992
               November 10, 1981        500,677
               October 29, 1977         453,378
               September 13, 1977       453,377
               December 9, 1976         436,945
               Europe
               September 24, 1986       037,164
               September 9, 1993        0,328,861
               Switzerland
               November 24, 1980        620,307

                       PATENT APPLICATIONS

          DATE FILED                      SERIAL NO.

          Europe
          January 5, 1989                 89-100158.8 (allowed)
          February 5, 1986                86101452.0 (allowed)

          United States
          July 1, 1994                    08/269,848
           (Adaptive Classifier Having
            Multiple Subnetworks)

          Japan
          February 17, 1989               39180/1987
          January 19, 1989                1-10983/1989
          February 14, 1986               30604/1986





                 Nestor Trademark Registrations:

Country         Date Issued        Reg. No.   Trademark

United States   February 1, 1977   1,057,914  NESTOR
United States   January 24, 1985   1,384,074  NESTOR SYSTEM
Canada          May 8, 1987        327,283    NESTOR SYSTEM
France          July 22, 1985      1,317,788  NESTOR SYSTEM
Japan           August 19, 1987    1,980,597  NESTOR SYSTEM
Japan           June 24, 1988      2,054,809  NESTOR SYSTEM
Germany         May 23, 1986       1,091,726  NESTOR SYSTEM
United States   August 18, 1993    1,707,862  HUMAN HEAD DESIGN
United States   December 15, 1992  1,739,577  PENSHELL
United States   December 19, 1995  1,942,624  OMNITOOLS

Nestor Trademark Applications:

Country         Date Filed         Serial No. Trademark
United States   July 12, 1993      74/413,383 FDS
United States   Not Yet Filed                     PRISM
United States   June 13, 1995      74/689,201 N'Route
United States   November 3, 1995   75/015,599 OmniReader
United States   November 30, 1995             TrafficVision*


* Intent-to-use TM application.  Received notification of
receipt, but no serial number yet.  Serial number assigned on
canceled application fee check.


           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                  DISCLOSURE SCHEDULE 3(s)(iii)
                                
                                
MATERIAL AGREEMENTS, AND OTHER AGREEMENTS SINCE JANUARY 1, 1988,
 ALL RELATING TO RIGHTS TO USE OR PRACTICE INTELLECTUAL PROPERTY
                      RIGHTS OF THE COMPANY
                                
                                
There are annexed as part of this schedule two lists of
individual license agreements and material agreements involving
intellectual-property rights of the Company.  The first list
contains such agreements entered into between January 1, 1988 and
August 1, 1994.  (This list includes a number of agreements that
may have expired or may otherwise not be financially material to
the Company.  They are nevertheless included here because they
contain provisions regarding intellectual-property rights or
obligations that survive termination.)  The second list contains
such agreements entered into between August 1, 1994 and the date
of this Securities Purchase and Exchange Agreement.

In the earlier list, the individual license agreements are
grouped as follows:

     NestorReader Reseller Agreements
     N'Route Beta Agreements
     Nestor Fraud-detection System (FDS) Licenses
     Ni1000 Chip Beta Agreements

License agreements entered into since January 1, 1988 do not
include all single-user licenses granting the right to use, on a
single personal computer, a single copy of application software
incorporating any of the Company's intellectual property.


                                
    LICENSE AGREEMENTS AND MATERIAL AGREEMENTS INVOLVING THE
 COMPANY'S INTELLECTUAL PROPERTY ENTERED INTO BETWEEN JANUARY 1,
                     1988 AND AUGUST 1, 1994
                                
                                
                      (SEE FOLLOWING PAGES)
                NestorReader Reseller Agreements

NestorReader License and Development Agreement:
Licensee                                     Date
Accu-Automation Corporation                  April 30, 1993
Almedica                                     May 29, 1992
Alliance Data Systems                        October 7, 1993
Cardiff Software                             December 13, 1991
CBIS                                         January 27, 1993
Datacap, Inc.                                May 27, 1992
Diamond Head Software, Inc.                  February 3, 1994
Digital Image Technologies Corp.             December 6, 1993
Document Access                              June 30, 1992
Document Management System                   October 23, 1993
Executive Technologies                       August 28, 1992
Handwriting Imaging Systems                  June 25, 1993
Hermes Precise Australia, Ltd.               October 6, 1993
ILC Holding                                  August 31, 1992
I. Levy & Associates, Inc.                   May 4, 1993
Interfax                                     June 25, 1992
Microsystems Technology, Inc.                September 4, 1992
Midcontinent Business Systems                August 18, 1992
MoneyFax                                     February 16, 1993
Optimum Solutions                            April 14, 1993
Pear Computing Systems, Ltd.                 July 26, 1993
Scan-Optics                                  May 27, 1992
Synergy Imaging Systems                      June 28, 1993
Team Consultants                             July 10, 1992
TIS                                          December 10, 1992
Trip Data                                    September 8, 1992
Westinghouse                                 December 24, 1991
WinDak Company                               September 24, 1993

NestorReader Software License Agreement:
Licensee                                     Date
Alta Technology Corporation                  February 16, 1994


              Fraud Detection System (FDS) Licenses
                                
Agreement with Option to Use Under License:
Licensee                                     Date
Canadian Imperial Bank of Commerce           July 19, 1993
Mellon Bank                                  November 6, 1993

License Agreement:
Licensee                                     Date
Sligos S.A.                                  October 26, 1990

Supplemental License Agreement:
Licensee                                     Date
Sligos S.A.                                  September 9, 1991


                    Ni1000 Chip Beta Program

80160NC Beta Test Program Agreement:
Licensee                                     Date
AEG Electrocom
Alacron, Inc.                                July 7, 1993
Computer Sciences Innovations, Inc.          August 18, 1993
Elsag Bailey spa
Interactive Systems International            December 13, 1993
Lockheed Missiles and Space Co., Inc.
Martin Marietta Technologies, Inc.           August 31, 1993
Profold Imaging Systems
Ward Systems Group, Inc.                     March 8, 1994


   Material Agreements Involving Intellectual-Property Rights

Nestor, Inc. Development License Agreement:
Licensee                                     Date
Alta Technology Corporation                  December 11, 1990

License Agreement:
Licensee                                     Date
Atari Corporation                            November 27, 1990

Exclusive Field-of-Use Agreement:
Licensee                                     Date
BancTec, Inc.                                March 31, 1988

NestorWriter License and Development Agreement:
Licensee                                     Date
Click Technologies                           June 29, 1993

License Agreement:
Licensee                                     Date
CSK Corporation                              April 1, 1990

License Agreement For Product Development and Marketing:
Licensee                                     Date
Dassault Electronique                        March 18, 1991

License Agreement:
Licensee                                     Date
Digital Equipment Corporation                September 20, 1983

Settlement Agreement, Release and Waiver:
Licensee                                     Date
Digital Equipment Corporation                September 10, 1986

Software License Agreement:
Licensee                                     Date
E. I. duPont de Nemours and Company          December 21, 1988


Non-Exclusive Field-Of-Use Agreement:
Licensee                                     Date
General Electric Company                     December 30, 1988

Nestor, Inc. Development License Agreement:
Licensee                                     Date
Hema Systemknowhow                           March 15, 1990

Intel/Nestor License Agreement:
Licensee                                     Date
Intel Corporation                            October 15,1993

Exclusive Marketing Agreement:
Licensee                                     Date
Intel Corporation                            April 7, 1994

Confidential Settlement Agreement and Mutual Release
Licensee                                     Date
Intel Corporation                            April 7, 1994

Technology Development Agreement:
Licensee                                     Date
Intel Corporation                            May 1, 1990

Letter Agreement:
Licensee                                     Date
Intel Corporation                            April 30, 1992

Letter Agreement:
Licensee                                     Date
Intel Corporation                            August 24, 1993

NestorWriter License and Development Agreement:
Licensee                                     Date
JFK Associates, Inc.                         May 15, 1992

Nestor License and Development Agreement:
Licensee                                     Date
Kaiser Aluminum & Chemical Corp.             June 14, 1993

Software Development Agreement:
Licensee                                     Date
Lyonnaise des Eaux-Dumez                     October 30, 1990

License Agreement for Product Development and Marketing:
Licensee                                     Date
Lyonnaise des Eaux-Dumez                     October 30, 1990

Non-Exclusive Field-of-Use License Agreement:
Licensee                                     Date
Morgan Stanley & Co. Incorporated            June 21, 1988



Contract:
Licensee                                     Date
Office of Naval Research                     March 13, 1990

Contract:
Licensee                                     Date
Office of Naval Research                     August 26, 1993

NestorWriter License and Development Agreement:
Licensee                                     Date
Poqet Computer Corporation                   September 11, 1991

License Agreement:
Licensee                                     Date
Scenario, Inc.                               September 19, 1989

Nestor, Inc. Evaluation License Agreement:
Licensee                                     Date
Science Applications International Corp.     November 6, 1990

LICENSE AGREEMENTS AND MATERIAL AGREEMENTS INVOLVING THE PRACTICE
   OR USE OF THE COMPANY'S INTELLECTUAL PROPERTY ENTERED INTO
           BETWEEN AUGUST 1, 1994 AND THE DATE HEREOF

    Counter Party       Title of Agreement       Date
                                                 
    Advantage           Nestor Software License  December 28, 1995
    Technologies, Inc.  Agreement
    Almedica            Addendum to NR License   December 28, 1995
                        and Development
                        Agreement of 1992
    Automated Business  Nestor Software License  June 30, 1995
    Solutions           Agreement (OmniTools)
    Bank One, Columbus  PRISM User License       January 12, 1996
    NA                  Agreement
    Datalex             NestorReader Software    February 24, 1995
                        License Agreement
    Diamond Head        Letter Amendment to      February 21, 1995
                        License Agreement
    Diamond Head        Letter Agreement         September 21, 1995
                        (adding N'Route)
    Diamond Head        Letter Agreement         November 1, 1995
                        (adding NR memories)
    Document Imaging    Letter Agreement         
    Systems, Ltd.       (amending their company  September 27, 1995
                        name on the
                        NestorReader Software
                        License dated Oct. 23,
                        1993)
    Europay             Nestor Fraud Detection   September 21, 1994
                        System User License
    Europay             Memorandum of            May 5, 1995
                        Understanding
    GECC                PRISM Letter of          April 15, 1995
                        Understanding
    GISYS AB            Nestor Software License  July 27, 1995
                        Agreement (OmniTools)
    Kanishka Systems    NestorReader Software    February 24, 1995
    Pte. Ltd.           License Agreement
    Kanishka Systems    NestorReader Software    February 17, 1995
    Pte. Ltd.           License Agreement
    MetaFile            Nestor's Software        September 15, 1995
                        License Agreement
    MIMS                NR Software License      February 16, 1995
                        Agrmt(upgraded schedule
                        ans addendum)
    Pryor Knowledge     Nestor Software License  December 20, 1995
    Systems, Inc.       Agreement (Ni1000 and
                        NestorACCESS)
    Response Healthcare                          
    Information         Nestor Software License  January 8, 1996
    Management, Inc.    Agreement (OmniTools)
    Sligos, S.A.        Letter amendment to      December 20, 1994
                        License Agreement dated
                        10/26/90
    Texture             NestorReader Software    February 13, 1995
                        License and Letter
                        Amendment
    Traffic USA         Nestor Software License  August 11, 1995
    Software Corp.      Agreement (N'Route)
    VisionShape         NestorReader Software    April 4, 1995
                        License
    Wheb Systems        Nestor Software License  June 1, 1995
                        Agreement (OmniTools)
    Advanced Technology N'Route Beta Agreement   February 7, 1995
    Services
    Alphanumerics       N'Route Beta Agreement   February 21, 1995
    Avalon Technology   N'Route Beta Agreement   February 6, 1995
    Dun & Bradstreet    N'Route Beta Agreement   March 3, 1995
                        (and letter addendum)
    Foress Systems      N'Route Beta Agreement   February 7, 1995
    Gateway Group       N'Route Beta Agreement   February 21, 1995
    GSI                 N'Route Beta Agreement   February 7, 1995
    Hayes Computer      N'Route Beta Agreement   February 8, 1995
    System
    Judge Imaging       N'Route Beta Agreement   February 7, 1995
    Systems
    Kelar Corporation   N'Route Beta Agreement   February 3, 1995
    Lewan Associates    N'Route Beta Agreement   February 21, 1995
    Martin Marietta     N'Route Beta Agreement   January 31, 1995
    Naval Air Warfare   N'Route Beta Agreement   February 10, 1995
    Center
    RightFax            N'Route Beta Agreement   February 17, 1995
    STMS                N'Route Beta Agreement   March 3, 1995
    U. S. Government    N'Route Beta Agreement   February 1, 1995
    Vaughn Caudle       N'Route Beta Agreement   February 10,1995
    Assoc.

The following are N'Route Distributor Agreements:

    Advanced Technology Reseller Purchase and    February 21, 1995
    Services            License Agreement
    Avalon Technology   Reseller Purchase and    March 7, 1995
                        License Agreement
    Foress Systems      Reseller Purchase and    February 21, 1995
                        License Agreement
    Gateway Group       Reseller Purchase and    February 24, 1995
                        License Agreement
    Judge Imaging       Reseller Purchase and    February 28, 1995
    Systems             License Agreement
    Kelar Corporation   Reseller Purchase and    February 28, 1995
                        License Agreement
    Lewan Assoc.        Reseller Purchase and    February 21, 1995
                        License Agreement
    STMS                Reseller Purchase and    March 3,1995
                        License Agreement
    Synaxis             Reseller Purchase and    February 17, 1995
                        License Agreement

                                
                                
            SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                  DISCLOSURE SCHEDULE 3(s)(vi)
                                
                                
   INFRINGEMENT OF THE COMPANY'S INTELLECTUAL PROPERTY RIGHTS
                                
                                
                                
In April of 1994, IBM Corporation disclosed at a conference held
in San Francisco that IBM has under development a neural-network
chip to be called the Zero Instruction Set Chip (ZISC), whose
description on its face may imply infringement of one or more of
the Company's patents.

The Company has concluded negotiations relating to a license to
be granted to IBM Corporation with respect to use of the
Company's technology in ZISC.  The Company expects a definitive
license agreement to be executed during January 1996.

                                

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(u)
                                
                                
                       REGISTRATION RIGHTS
                                
                                

Reliance Insurance Company has the right to request two demand
registrations of Common Stock of the Company owned by Reliance,
and the Company shall use its best efforts if so requested to
include such shares on a piggy-back basis in any offering,
subject to the agreement of any underwriter.

Reich & Co., Inc. or its assignees have one demand registration
right until June 30, 1997 with respect to the shares underlying
warrants to purchase 118,000 shares of Common Stock of the
Company at $1.20 per share, which warrants were issued to Reich
in 1992 as Selling Agent for securities of the Company.  Reich or
its assignees have one piggy-back right in connection with the
registration of the shares underlying the 575,000 Warrants that
were included in the Units offered by Reich.  The Company
believes that this piggy-back right has been exhausted.

A majority of the Warrant holders who acquired (as part of Units)
warrants to purchase 1,435,000 shares of Common Stock of the
Company at $3.00 per share can demand one registration of the
shares of Common Stock of the Company underlying their Warrants,
subject to a delay of the lesser of six months after the
effective date of any public offering of securities of the
Company or nine months from the date of any request by an
underwriter or prospective underwriter of such offering. As of
the date hereof, there are 689,375 such warrants outstanding, of
which 390,000 expire in February 1996 and the balance expire in
August 1996.

                                
Certain registration rights are granted to Wand/Nestor
Investments L.P., Wand/Nestor Investments II L.P., Wand Partners
L.P. and Hill & Partners pursuant to an Amended and Restated
Reigstration Rights Agreement dated as of October 5, 1995.

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(v)
                                
 AGREEMENTS, OTHER THAN LICENSE AGREEMENTS, THAT ARE MATERIAL TO
                   THE BUSINESS OF THE COMPANY
                                
                                
All agreements listed in Schedules 3(j) and 3(s)(iii) are
incorporated herein by reference.

In addition, the following agreements are material to the
business of the Company:

Alta Technology
Corporation       Letter Agreement            February 16, 1994

Bank of America   Fraud Study Agreement       July 15, 1993

CSK Research
Institute         Distributorship Agreement   December 15, 1988

David Fox         Employment Agreement        July 1, 1989
                  AS AMENDED

EuroPay
International S.A.                            Fraud Study
Agreement         August 23, 1993

Peter Atwood      Employment Agreement        September 1, 1994

Alta Technology   Technology Development      December 20, 1994
Corporation       Subcontracts

Alta Technology   Amendment Letter to         January 5, 1995
Corporation       License Agreement dated
                  2/16/94

Calera Recognition                            Special Purpose Object
November 18, 1994
System, Inc.      Code/Integrated Software
                  Dist. License

Universal Systems N'Route Reseller Purchase   March 23, 1995
Inc.              and License Agreement

Verity, Inc.      OEM Software Development    November 10, 1994
                  and Run Time License
                  Agreement


           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(u)
                                
                                
   OWNERSHIP INTEREST IN ANY COMPETITOR, SUPPLIER, CUSTOMER OR
                    FRANCHISEE OF THE COMPANY
                                
                                
                                
None.

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                    DISCLOSURE SCHEDULE 3(w)
                                
                                
   TRUE, CORRECT AND COMPLETE COPY OF COMPANY'S CERTIFICATE OF
             INCORPORATION, AS AMENDED, AND BY-LAWS



           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                                
                                
                            EXHIBIT I
                                
                                
                   CERTIFICATE OF DESIGNATION
                                
           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                                
                                
                           EXHIBIT II
                                
                                
                         FORM OF WARRANT

           SECURITIES PURCHASE AND EXCHANGE AGREEMENT
                                
                                
                           EXHIBIT III
                                
                                
                  OPINION OF BAER MARKS & UPHAM
                                
                                

                                
                                

                                

                                

EX-10

14
                NON-EXCLUSIVE LICENSE AGREEMENT



     Agreement made as of January 30, 1996 (the "Effective Date")
by and between Nestor, Inc., a Delaware corporation having a
place of business at One Richmond Square, Providence, RI 02906
(the "Licensor") and International Business Machines Corporation,
a New York corporation having a principal place of business at
1580 Route 52, Hopewell Junction, NY 12533 (the "Licensee" and
together with the Licensor, the "Parties" and each individually,
a "Party"):

     WHEREAS, the Licensor has developed and acquired certain
technology as more fully described in the Schedule to this
Agreement (the "Nestor Technology"), some of which is the subject
of United States and foreign patents;

     WHEREAS, Licensor believes that certain of its proprietary
information has previously been indirectly disclosed to Licensee;

     WHEREAS, Licensee believes that it has not previously
received from any source, nor has in its possession any
proprietary information of Licensor; and

     WHEREAS, both Parties wish to settle all disputes between
them regarding Licensor's proprietary information or Nestor
Technology by means of this Agreement;

     NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements herein contained and other valuable
consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the Parties covenant and agree as follows:

I.   Grant of License.

     Subject to the terms and conditions of this Agreement, the
Licensor hereby grants to the Licensee, and the Licensee accepts,
a non-exclusive, irrevocable, except as provided in paragraph VI
A of this Agreement, world-wide license dating from the receipt
of the Nestor Technology from any source (the "License") to make
and use the Nestor Technology, but only for the purposes of
manufacturing, using, leasing and selling (i) the neural-network
semiconductor device currently known as ZISC036 (as more
particularly described in the Schedule attached hereto) and any
future modifications, enhancements or extensions of ZISC036 and
other similar semiconductor devices (all of which are hereinafter
collectively referred to as "Subject Products", a list of which
Subject Products is contained in the Schedule to this Agreement,
which list will be periodically updated by Licensee), and (ii)
products incorporating Subject Products.  Making or selling
software products containing the Nestor Technology, other than
application development software relating to the use of Subject
Products or to the use of products incorporating Subject
Products, is not within the scope of this License.  Licensee may
authorize third parties to exercise its rights to make Subject
Products provided (i) Licensee only discloses to such third
parties the mask and test specifications for such Subject
Products and (ii) no such third party shall have the right to
market, lease, sell or otherwise transfer such Subject Products
except to Licensee.  Except as provided in paragraph VII L of
this Agreement Licensee shall not have the right to grant
sublicenses of the rights licensed under this License.  All
rights not expressly granted in this Agreement to Licensee are
reserved by Licensor.  Licensor releases Licensee, its
Subsidiaries, and its and their respective customers, from any
and all claims of infringement or violation of any other right,
which claims have been made or which might be made at any time,
with respect to any Subject Product used, leased, sold or
otherwise transferred by or for Licensee or its Subsidiaries
before the Effective Date of this Agreement, and with respect to
any method practiced in the manufacture or use of such Subject
Product but only to the extent that such Subject Product would
have been licensed under the license had it been used, leased,
sold or otherwise transferred or practiced after the Effective
Date of this Agreement.

II.  Confidentiality.

     Licensee shall hold in confidence and not disclose the
Nestor Technology for a period of ninety-four (94) years from
receipt thereof with the exception of such information which: (i)
is already in the public domain at the time of disclosure; or
(ii) after disclosure becomes a part of the public domain by
publication through action other than directly or indirectly by
Licensee in violation of this Agreement; (iii) is received by
Licensee after the time of disclosure from a third-party who did
not require such information to be held in confidence and who did
not acquire, directly or indirectly, such information from
Licensor under any obligation of confidence; (iv) is otherwise
being disclosed pursuant to this Agreement or is being disclosed
as agreed to by the Parties in writing in advance of publication;
(v) is already in the possession of Licensee or any of its
Subsidiaries, at the time of disclosure, without obligation of
confidence; (vi) is independently developed by Licensee or any of
its Subsidiaries; (vii) is disclosed in Licensee's patent
publications of, or issued patents, based on Licensee's European
Patent Applications Serial Numbers: 94480067.1, 94480071.3,
94480072.1, 94480070.5, and 94480069.7, all filed on July 28,
1994, including counterpart applications filed in other countries
and all patents issuing thereon; (viii) is inherently disclosed
by the reverse engineering of Subject Products by third parties,
or (ix) does not contain more information regarding the Nestor
Technology than Licensor has publicly disclosed with regard to
the Nestor Technology contained in its own similar products.
Notwithstanding the foregoing, Licensee shall have the right to
communicate information comprising the Nestor Technology to those
of its employees having a need to know to the extent necessary
for purposes permitted by this Agreement, but shall, as a
condition of such communications, require such persons to whom
such information is communicated to execute or have executed a
written non-disclosure agreement.

III. Royalty Rate, Payment and Related Matters.

     A.   Licensee shall pay (in U.S. dollars) to Licensor during
the term of this Agreement royalties as set forth in the
Schedule.  All royalties shall be due and payable thirty (30)
days after the end of the calendar quarter in which the Subject
Product in question was shipped, or incorporated into a product,
by the Licensee, as the case may be.  Except as expressly
provided in this Agreement, no payment shall be subject to a
refund.  Any amount not paid when due shall bear interest at the
lower of one and one half (1-1/2%) percent per month or the
maximum rate allowed by law.  In the event Licensor is required
to institute an action to collect any such amount, it will be
entitled to reimbursement by Licensee of its reasonable expenses
so incurred (including attorneys' fees).  Any action to collect
any such amount must be brought within two (2) years from the end
of the quarter in which the audit discovering such amount was
completed.

     B.   Licensee shall be liable and responsible for the
reporting and payment of all taxes and duties (except income
taxes accrued against Licensor) arising from this Agreement and
shall indemnify and hold Licensor harmless from any failure of
Licensee to do so.  Nevertheless, Licensor shall have the right
to report and pay to the collecting authority, and collect from
Licensee, any of such taxes and/or duties not paid by Licensee
when due.

     C.   Licensee will, beginning with any shipment of Subject
Products after August 1, 1995, keep such records relating to
Subject Products as will enable the royalties payable hereunder
to be accurately determined by Licensor.  Such records will be
retained by Licensee and made available to the accounting firm of
Gassman, Rebhun & Co. or to a "big six" accounting firm selected
by Licensor or to another accounting firm selected by Licensor
subject to Licensee's approval, which approval shall not be
unreasonably withheld.  Such records will be made available for
examination in New York State, the United States of America, at
the request and at the expense of Licensor during reasonable
business hours at the offices of Licensee set forth in the
preamble to this Agreement for a period of at least five (5)
years after the date of the transactions to which the records
relate.  Licensor may make such examinations on no more frequent
basis than one (1) time per calendar year starting with the
Effective Date.  Each examination may cover only records
pertaining to the forty-eight (48) months immediately preceding
such examination or records pertaining to the period since the
last such examination, whichever is less.  Within thirty (30)
days after the end of each calendar quarter during the term of
this Agreement, Licensee shall deliver to Licensor in accordance
with subparagraph I of paragraph VII, hereof, a certificate of a
duly authorized representative of Licensee setting forth the
number of Subject Products shipped (including all Subject
Products transferred internally) during such calendar quarter and
(i) the Net Selling Price for all Subject Products shipped during
that calendar quarter and the method and details of calculation
thereof; (ii) the cumulative number of Subject Products sold
under this Agreement; (iii) the royalty applied to each sale; and
(iv) the highest royalty paid per unit for any Subject Product
shipped to date in excess of 500,000 units.  Each such
certificate shall be accompanied by payment in full of royalties
then due to Licensor.  If any audit discloses an understatement
of royalties due, Licensee shall within thirty (30) days after
notice pay to Licensor any such deficiency.  Licensee shall
reimburse Licensor for the costs of such audit if the audit
determines that any such certificate is understated by more than
five percent (5%) for any calendar quarter.  If a subsequent
audit determines that any subsequent certificate is understated
by more than five percent (5%), Licensee shall pay to Licensor,
in addition to any deficiency as hereinabove provided, twice the
costs of such audit.

IV.  Third-party Claims and Actions; Infringement and
Unauthorized Use

     A.   Licensor assumes no obligation or liability for, and
Licensee will indemnify, defend and hold Licensor harmless from
any direct damage, expense or cost resulting or arising from any
third-party claim or action arising from or relating to (i)
breach by Licensee of any of its agreements, warranties or duties
contained in this Agreement (ii) product-liability claims arising
from the Subject Products, (iii) the use of the Nestor Technology
by Licensee in combination with any other technology or product,
(iv) Licensor's compliance with Licensee's design,
specifications, or instructions, (v) for any action or claim of
trademark infringement involving any marking or branding by the
Licensee not applied or approved in advance by Licensor, (vi) in
whole or in part arising out of or relating to any modification
by the Licensee of the Nestor Technology or (vii) the direct or
contributory infringement of any process patent using any Nestor
Technology.  This paragraph IV A states the entire liability and
obligation of each Party and the exclusive remedy of each other
Party and Licensee's sublicensees with respect to any third-party
action or claim (i) of alleged infringement relating to or
arising out of the subject matter of this Agreement or (ii)
otherwise described in this paragraph IV A.

     B.   Licensor, in its sole discretion, shall determine what
steps, if any, are to be taken with respect to any third-party
infringement or unauthorized use of the Nestor Technology and any
damages recovered therefor by Licensor shall be payable solely to
Licensor.

V.   Warranties and Covenants.

     A.   Each Party does hereby warrant that this Agreement has
been duly and validly authorized and executed by it and is its
valid and binding obligation.

     B.   Licensor represents and warrants that, as of the
Effective Date to the extent Licensor has any pending patent
application or other patent right, including any issued patents,
in addition to the patents referred to in the Schedule, Licensor
will not assert any such patent rights against Licensee, its
Subsidiaries or purchasers of Subject Products as a result of
Licensee's making, using, leasing or selling ZISC036
semiconductor devices and Licensor will not assert any such
patent rights with respect to features of future Subject Products
that are included in the ZISC036 semiconductor devices.

     C.   LICENSOR WARRANTS THAT ITS TITLE TO THE NESTOR
TECHNOLOGY IS GOOD AND THAT IT HAS THE RIGHT TO GRANT THE LICENSE
HEREUNDER.  EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE
NESTOR TECHNOLOGY IS LICENSED AS-IS.  LICENSOR DOES NOT WARRANT
THAT THE NESTOR TECHNOLOGY IS CAPABLE OF INDUSTRIAL REALIZATION
OR COMMERCIAL EXPLOITATION, THE RISKS OF WHICH ARE BEING ASSUMED
SOLELY BY LICENSEE, AND LICENSOR SHALL HAVE NO RESPONSIBILITY FOR
THE CONSEQUENCES OF ANY SUCH FAILURE OF INDUSTRIAL REALIZATION OR
COMMERCIAL EXPLOITATION.  IT IS UNDERSTOOD THAT LICENSOR IS NOT
MAKING AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES
THAT THE MANUFACTURE, USE, OR SALE OF THE SUBJECT PRODUCTS WILL
NOT INFRINGE THE PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER
PROPRIETARY PROPERTY RIGHTS OF ANY THIRD PARTY.

     D.   EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH V. OF
THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     E.   IN NO EVENT WILL LICENSOR BE LIABLE UNDER THIS
AGREEMENT IN DAMAGES OR OTHERWISE IN EXCESS OF THE AGGREGATE
AMOUNT OF ROYALTIES RECEIVED BY LICENSOR FROM LICENSEE HEREUNDER.

     F.   Licensee further understands, agrees and warrants that:

          (1)  it does not intend to and will not use, market,
disseminate or transfer in any way the Nestor Technology or any
Subject Product in violation of any applicable law, rule or
regulation of the United States, or any State of the United
States or any foreign country of applicable jurisdiction
(including without limitation any United States law, rule or
regulation relating to technology export or transfer) and it will
obtain at its own cost any required export license;

          (2)  it will not accept any United States or foreign
government purchase order, contract or agreement that would
operate to convey to any third party any rights in or to the
Nestor Technology except such orders or contracts with any
government or governmental agency that include "restricted" or
"limited" rights provisions or are on no less favorable terms to
Licensor;

          (3)  it has, to its knowledge, all legal right and
authority to conduct its activities as contemplated by this
Agreement, including but not limited to the production of the
Subject Products;

          (4)  it will take, and be solely responsible for, all
steps necessary or desirable in Licensee's sole judgment to
adequately support and maintain any Subject Product Licensee
chooses to market and, for so long as they remain viable in the
marketplace in Licensee's sole judgment, to actively market any
such Subject Product.  Notwithstanding the foregoing, Licensee
will have no obligation to market any Subject Product;

          (5)  it assumes all responsibility and liability for
Licensee's selection of the Nestor Technology to achieve the
results intended and for Licensee's installation of, Licensee's
use of and results obtained by Licensee from the Nestor
Technology or any Subject Product;

          (6)  it is solely responsible for Licensee's warranting
the Subject Products and liable for any warranty (either express,
implied or otherwise) therefor made by Licensee; and

          (7)  it is solely responsible for all of Licensee's
expenses incurred by it in its performance of this Agreement.

VI.  Expiration or Termination

     A.   This Agreement and the License shall terminate if
Licensee liquidates, dissolves, shall be adjudicated insolvent,
files or has filed against it a petition in bankruptcy or for
reorganization, takes advantage of any insolvency act or
proceeding, including an assignment for the benefit of creditors,
or commits any other act of bankruptcy.

     Either Party may terminate this Agreement and the License by
written notice to the other Party, if such other Party shall
breach any provision of this Agreement and such breach continues
for at least thirty (30) days after notice thereof.

     B.   Unless terminated in accordance with paragraph VI A,
this Agreement and the License shall continue until the
expiration of the last to expire of the patents listed in the
Schedule hereto; provided, however, that if Licensee shall have
paid to Licensor royalties on one million (1,000,000) Subject
Products at any time prior to October 1, 2008 and Licensee is
then in full compliance with all of the terms and provisions of
this Agreement, then this Agreement and the License granted with
respect to the Nestor Technology (except any expired patents)
described in the Schedule hereto shall thereafter continue in
full force and effect and its royalty obligations shall be fully
paid up.

     In the event Licensee has paid to Licensor royalties on at
least seven hundred and fifty thousand (750,000) Subject Products
at any time prior to October 1, 2008, Licensee shall have the
option of prepaying the royalties on the difference between one
million (1,000,000) Subject Products and the number of Subject
Products on which royalties shall then actually have been paid to
Licensor.  For the purpose of such prepayment, the royalty
payable on each Subject Product shall be the highest (in U.S.
dollars) royalty paid on any Subject Product after the first five
hundred thousand (500,000) Subject Products.  Licensee may
exercise this option by delivering to Licensor at any time prior
to October 1, 2008 notice of such election, which notice shall
contain a written description of the calculation of the royalty
prepayment and shall be accompanied by such prepayment, upon
which this Agreement and the above-mentioned License granted, but
only with respect to the Nestor Technology (except any expired
patents), shall thereafter continue in full force and effect and
its royalty obligations shall be fully paid up.

     C.   Notwithstanding any termination or expiration of this
Agreement, the License and all Sublicenses shall continue in
effect with respect to any Subject Product manufactured by
Licensee prior to termination or expiration; and Licensee shall
remain liable to Licensor for royalties accruing with respect to
such Subject Product.  Termination or expiration of this
Agreement and the License shall not release Licensee from any of
its obligations or liabilities accrued or incurred under this
Agreement, or rescind or give rise to any right to rescind any
payment made or other consideration given hereunder.  Upon
termination or expiration of this Agreement and the License,
Licensee shall cease all marketing and other activities under the
License and shall (i) (at Licensee's election) immediately
deliver to Licensor or irretrievably destroy, or cause to be so
delivered or destroyed, any and all copies of the Nestor
Technology in whatever form and any written or other materials
incorporating the Nestor Technology in Licensee's possession,
custody or control excluding semiconductor chips manufactured or
in process of manufacture prior to such termination or expiration
and (ii) within thirty (30) days deliver to Licensor a
certification thereof.

VII. Miscellaneous

     A.   Licensee will cause any product application
specification relating to a Subject Product and that single page
introductory marketing literature relating to any Subject Product
and known to IBM as the product flyer (specimens of which form a
part of the Schedule hereto), and their future equivalents, to be
marked on the first page thereof with a legend stating that
"[name of Subject Product] is made under a license from Nestor,
Inc.".  Such legend shall be printed in type no smaller than ten
(10) points, in the same type face, color and other attributes as
the main body of the text, and surrounded by a ruled box.  The
positioning of the legend on the page shall be at the sole
discretion of the Licensee.  The Parties agree that such marking
is at the express request of the Licensor and shall be deemed not
to be an admission of any liability whatsoever by the Licensee.
Licensee shall permit Licensor to make reasonable inspections of
such documentation, but Licensor shall not be liable to Licensee,
Licensee's customers, or others for its failure to do so or for
any defect in such documentation which it discovers or would or
could have discovered by so doing.  Licensee shall not be
required to use marks of Licensor and shall not use marks of
Licensor without the advance written permission of Licensor.
Licensor may, at any time and from time to time, in its sole
discretion, revoke its marking instructions pursuant hereto.

     B.   Neither this Agreement, the License or other interest
hereunder shall be assignable by Licensee.  Subject to the
foregoing, this Agreement shall be for, to the benefit of, and be
binding upon the Parties' successors.

     C.   The headings and captions used in this Agreement are
for convenience only and are not to be used in the interpretation
of this Agreement.

     D.   Except for Licensor's failure to bring a claim within
the time period specified in paragraph III A of this Agreement,
the failure of either Party to require performance of any
provision of this Agreement shall not affect the right to
subsequently require the performance of such or any other
provision of this Agreement.  The waiver of either Party of a
breach of any provision shall not be taken or held to be a waiver
of any subsequent breach of that provision or any breach of any
other provision of this Agreement.

     E.   The Parties are independent contractors and engage in
the operation of their own respective businesses.  Neither Party
is the agent or employee of the other Party for any purpose
whatsoever.  Nothing in this Agreement shall be construed to
establish a relationship of co-partners or joint ventures between
the two Parties.  Neither Party has the authority to enter into
any contract or to assume any obligation for the other Party or
to make any warranty or representation on behalf of the other
Party.

     F.   If any provision of this Agreement is, or is determined
to be, invalid, illegal or unenforceable, all remaining
provisions of this Agreement shall nevertheless remain in full
force and effect, and no provision of this Agreement shall be
deemed to be dependent upon any provision so determined to be
invalid, illegal or unenforceable unless otherwise expressly
provided for herein or unless the intent of this Agreement can no
longer be realized under the remaining provisions.  Should any
provision of this Agreement be found or held to be invalid,
illegal or unenforceable, in whole or in part, such provision
shall be deemed amended to render it enforceable in accordance
with the intent of this Agreement.

     G.   This Agreement has been entered into, delivered and is
to be governed by, construed, interpreted and enforced in
accordance with the laws of the State of New York (without giving
reference to choice-of-law provisions) from time to time in
effect.  The Parties agree that the United Nations Convention on
Contracts for the International Sale of Goods shall not apply to
any of the transactions which are contemplated by this Agreement.

     H.   This Agreement contains the entire and exclusive
agreement of the Parties with respect to its subject matter.
Except for the agreement dated 28 March, 1990 and entitled
"SYSTEME DE DEVELOPPEMENT NESTOR LICENCE SOFTWARE", which
agreement shall remain in full force and effect, this Agreement
supersedes any agreement or understanding, whether written or
oral, entered into by the Parties prior to its effective date and
relating to its subject matter.  No modification or amendment of
this Agreement shall be effective unless it is stated in writing,
specifically refers hereto, and is executed on behalf of each
Party.

     I.   Except as otherwise specified, all notices, payments,
certificates and reports hereunder shall be deemed given and in
effect as of the date of mailing, when sent by express mail (or
other overnight delivery service), postage prepaid, addressed to
the Parties as set forth in the preamble to this Agreement
directed, the case of Licensor, to its President, and in the case
of Licensee, to the General Manager of its Microelectronics
Division, or to such alternate addressee as either Party may from
time to time give written notice.

     J.   Except for failures to make any payment when due,
neither Party hereto shall be liable to the other for failure or
delay in meeting any obligation hereunder as the result of
strikes, lockouts, war, Acts of God, fire, flood or acts of
government, if beyond the control of such Party.

     K.   Licensee agrees that, subject to availability, it will
sell to Licensor such quantities of the Subject Products, or any
product manufactured by Licensee which includes the Subject
Products, as Licensor may from time to time and at any time
request, at prices and under terms and conditions no less
favorable to Licensor than those offered to any customer or
remarketer of Licensee, or to any other third party, any of whom
is similarly situated to Licensor in terms of its position in the
chain of distribution for the Subject Product in question and
other characteristics used by Licensee in determining its prices,
terms and conditions.  The royalty provided in the Schedule to
this Agreement shall be due and payable on all such sales.

     L.   The term "Licensee" as used in this Agreement shall
include International Business Machines Corporation and its
Subsidiaries, all of whom shall be jointly and severally liable
for the Licensee's obligations under this Agreement even if any
such entity ceases to be a Subsidiary of Licensee, as defined
below.

     Subsidiary means a corporation, company or other entity:

     (a)  more than fifty percent (50%) of whose outstanding
shares or securities (representing the right to vote for the
election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly, by
Licensee hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership
or control exists; or

     (b)  which does not have outstanding shares or securities,
as may be the case in a partnership, joint venture or
unincorporated association, but more than fifty percent (50%) of
whose ownership interest representing the right to make the
decisions for such corporation, company or other entity is now or
hereafter, owned or controlled, directly or indirectly, by
Licensee hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership
or control exists.

     M.   Except as disclosed in the press release that forms a
part of the Schedule attached hereto, each Party agrees not to
disclose to any third party or to publicly disclose the
existence, subject matter, terms or conditions of this Agreement
without the prior written consent of the other Party unless such
disclosure shall be (i) necessary to establish rights against the
other Party hereunder, or (ii) required by law, including without
thereby limiting, the filing of a Current Report on Form 8-K with
the U.S. Securities and Exchange Commission, each upon ten (10)
days prior written notice of disclosure to the other party unless
the requirements of law make such notice infeasible, in which
case notice shall be given as promptly as possible.  Any
information publicly disclosed by either Party pursuant to the
provisions of the preceding sentence of this paragraph shall
thereafter not be subject to restriction with respect to further
disclosure.

     IN WITNESS WHEREOF, the Parties hereto have set their hands
by their duly authorized representatives as of the day and year
first above written.

International Business
Machines Corporation               Nestor, Inc.


By: _________________________      By: _________________________

Name:  /S/Eric G. Johnson          Name:  /S/Simon Heifetz

Title: Director, Business Office   Title: Vice Chairman and
       Communications, I/O &              Chief Financial Officer
       Storage Product Group
       IBM Microelectronics
        Division
     
                            SCHEDULE


Nestor Technology is defined as:

(i)  All know-how or other technology of Licensor in which
Licensor has a property right against Licensee enforceable at law
in the country where such right is being asserted and received by
Licensee on or before the Effective Date directly or indirectly
from Licensor or Licensor's present or former employees,
officers, or agents or otherwise whether or not in violation of
any agreement with Licensor, including any copyright thereto; and
(ii) the following United States patents or corresponding foreign
patents, and any extension, division, modification or amendment
thereto:



                                             Issue     Year of
Patent No.     Title                         Date      Expiration
4,254,474      An Information Processing     3/3/81    1988
               System Using Threshold
               Passive Modification

4,326,259      Self-organizing General       4/20/82   1999
               Pattern Class Separator
               and Identifier

4,760,604      Parallel, Multi-unit,         7/26/88   2005
               Adaptive, Non-linear Pattern
               Class Separataor and
               Identifier

4,897,811      N-Dimensional Coulomb Neural  1/30/90   2007
               Network Which provides for
               Cumulataive Learning of
               Internal Representations

4,958,375      Parallel, Multi-unit,         9/18/91   2008
               Adaptive Pattern Classifi-
               cation Ssytem Using Inter-
               unit Correlations And An Intra-
               Class Separator Methodology

5,054,093      Parallel, Multi-unit,         10/1/91   2008
               Adaptive Nonlinear Pattern
               Class Separator and Identifier





The following are the royalties to be paid by Licensee to
Licensor as provided in paragraph III of the Agreement on each
Subject Product sold, leased or internally transferred by
Licensee:

On the first 100,000 Subject Products, five percent (5%) of the
Net Selling Price received by Licensee or five dollars ($5.00)
per Subject Product, whichever is greater, for all Subject
Products sold by Licensee or incorporated by Licensee into other
products during the term of this Agreement; and

on the next 400,000 Subject Products, five percent (5%) of the
Net Selling Price received by Licensee for all Subject Products
sold by Licensee or incorporated by Licensee into other products
during the term of this Agreement; and

on the next 500,000 Subject Products, three percent (3%) of the
Net Selling Price received by Licensee for all Subject Products
sold by Licensee or incorporated by Licensee into other products
during the term of this Agreement.

On any additional Subject Product sold by Licensee or
incorporated by Licensee into other products during the term of
this Agreement, no royalty shall be payable by Licensee to
Licensor.

"Net Selling Price" shall mean the amount invoiced by Licensee in
a bona fide commercial transaction with a third party, net of
discounts and allowances and less any freight, insurance or
taxes.

The Net Selling Price per Subject Product for Subject Products
incorporated into other products, or used internally by Licensee,
shall be the average selling price of such Subject Products sold
separately during the calendar quarter for which a royalty is
payable by Licensee to Licensor ("the Current Quarter").  In the
event that the number of Subject Products sold separately during
the Current Quarter shall be less than 10% of the total number of
Subject Products sold, the Net Selling Price for each Subject
Product incorporated into other products or used internally by
Licensee during the Current Quarter will be the average selling
price for Subject Products in the last calendar quarter in which
unit sales of Subject Products sold separately were greater than
10% of the units of Subject Products sold during the Current
Quarter.  If this condition has never been met, the Parties agree
to negotiate the fair value of such Subject Product incorporated
into other products or used internally by Licensee, which fair
value will be deemed to be the Net Selling Price per such Subject
Product.

A royalty shall be payable only once on each individual Subject
Product.


                     SUBJECT PRODUCTS LIST


1.   The ZISC036 semiconductor device as more particularly
     described in the product application specification annexed
     hereto.