END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT:  PLEASE READ THIS SOFTWARE  LICENSE  AGREEMENT  (THIS  "AGREEMENT") 
CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.  THIS IS A LEGAL AGREEMENT 
BETWEEN YOU AND [ XXXXX insert legal name  of  purchaser  here  XXXXX]  ("YOUR 
SERVICE  PROVIDER").  IT CONTAINS LIMITATIONS ON WARRANTIES AND LIABILITY.  BY 
INSTALLING OR USING THIS SOFTWARE,  YOU ARE AGREEING TO BECOME  BOUND  BY  THE 
TERMS  AND CONDITIONS SET OUT HEREIN.  IF YOU DO NOT AGREE TO THESE TERMS,  DO 
NOT INSTALL OR USE THIS SOFTWARE. 

1.  LICENSE GRANT.  Your Service  Provider  grants  to  you  a  non-exclusive, 
non-transferable  license (the "License") to use the accompanying software and 
documentation provided to you in electronic form (collectively the "Software") 
on the following terms: 

a) to  install  and  use  the  Software  on  a  single  personal  computer  in 
machine-readable  form for the sole purpose of accessing the Services provided 
by Your Service Provider; 

b) to reinstall the Software to another personal computer if necessitated by a 
failure of the first personal computer  so  long  as  the  Software  does  not 
concurrently reside on more than a single personal computer at one time; and 

c)  to  make  a  one  backup copy of the Software as required for archival and 
recovery purposes. 

In the event that Your Service Provider or its suppliers provide you with  any 
error   corrections,   updates  or  upgrades  to  the  Software,   such  error 
corrections,  updates or upgrades shall be considered part of the Software for 
the  purposes  of  this License,  except as may be otherwise indicated by Your 
Service Provider or its suppliers. 

2.  RESTRICTIONS ON USE.  The Software contains copyrighted material  and,  in 
its human readable form, trade secrets and proprietary information owned by or 
licensed  to  Your  Service  Provider  and/or  its  suppliers.   You  may  not 
de-compile, reverse engineer,  disassemble or otherwise reduce the Software to 
a human readable form.  You may not modify,  rent, lease, loan, sub-license or 
distribute copies of the Software.  You may  not  create  derivative  software 
based upon the Software or any trade secret or proprietary information of Your 
Service  Provider  or  its  supplier.  You may not electronically transfer the 
Software over a network or telephone circuit other than for the  purposes  for 
which  the  Software  is  intended.  You may use the Software only on computer 
systems owned or leased by you. You and your employees and/or agents shall not 
remove or alter any trademark,  trade name,  copyright,  or other  proprietary 
notices,  legends, symbols or labels appearing on or in copies of the Software 
delivered to you hereunder. 

3. TERMINATION.  This License shall remain in full force and effect unless and 
until terminated.  This License will terminate automatically,  without notice, 
if you fail to comply with any provision of this Agreement.  In the event that 
this License requires a payment to be made by you to  Your  Service  Provider, 
this  License  shall  terminate upon Your Service Provider's written notice if 
payment for the Software licensed hereunder is not received  by  Your  Service 
Provider when due.  Upon termination,  you must stop using the Software, erase 
or destroy all copies of the Software,  and destroy  all  printed  information 
provided with or copied from the Software. 


4. LIMITED WARRANTY 

a) Limited Product Warranty.  Your Service Provider warrants only to you that, 
for  a period of ninety (90) days from the date of the initial delivery of the 
Software to you hereunder,  the Software (in its unmodified form as  delivered 
by  Your  Service  Provider)  shall  substantially conform with the applicable 
documentation.  Your Service Provider does not warrant that  the  use  of  the 
Software  will be uninterrupted or error free,  or that all errors or failures 
will be corrected. 

b) Exclusive Remedy.  Your Service Provider's sole obligation  and  your  sole 
and  exclusive  remedy  for any breach of the above warranty shall be for Your 
Service Provider,  at Your Service Provider's  sole  discretion:  (i)  to  use 
commercially reasonable efforts to make modifications and error corrections to 
bring  the  Software  into  conformity  with  Your  Service Provider's limited 
warranty set out above,  provided that Your Service  Provider  shall  have  no 
obligation  to  correct  all errors in the Software;  or (ii) to terminate the 
License and refund all fees (if any) paid for the Software. 

c) DISCLAIMER.  EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, TO THE 
EXTENT PERMITTED BY  APPLICABLE  LAW,  YOUR  SERVICE  PROVIDER  DISCLAIMS  AND 
EXCLUDES  ALL  OTHER WARRANTIES AND CONDITIONS OF ANY KIND,  EITHER EXPRESS OR 
IMPLIED,  INCLUDING BUT NOT LIMITED  TO,  ALL  WARRANTIES  AND  CONDITIONS  OF 
MERCHANTABILITY  AND  FITNESS  FOR A PARTICULAR PURPOSE,  AND THOSE ARISING BY 
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 

5.  INTELLECTUAL PROPERTY.  You acknowledge that the License grant  herein  is 
not  a sale of Your Service Provider's or its suppliers' intellectual property 
contained in the Software and  you  acknowledge  that  Your  Service  Provider 
and/or its suppliers own all rights, title and interest in the Software. 

6.  LIMITATION  OF  LIABILITY.  IN  NO EVENT WILL YOUR SERVICE PROVIDER OR ITS 
SUPPLIERS BE LIABLE FOR ANY SPECIAL,  PUNITIVE,  CONSEQUENTIAL,  INCIDENTAL OR 
INDIRECT  DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) ARISING OUT OF 
YOUR USE OR INABILITY TO USE THE SOFTWARE  OR  PRINTED  INFORMATION  CONTAINED 
HEREIN,  HOWEVER  CAUSED AND ON ANY THEORY OF LIABILITY,  EVEN IF YOUR SERVICE 
PROVIDER OR ITS SUPPLIER KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF  SUCH 
LOSS. THIS LIMITATION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY 
CLAIMS  AGAINST  YOU.  THIS  LIMITATION SHALL APPLY WHETHER OR NOT THE ALLEGED 
BREACH OR DEFAULT IS A BREACH  OF  A  FUNDAMENTAL  CONDITION  OR  TERM,  OR  A 
FUNDAMENTAL  BREACH.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF YOUR SERVICE 
PROVIDER AND ITS SUPPLIERS UNDER THIS AGREEMENT EXCEED THE GREATER OF: (I) THE 
FEES PAID TO YOUR SERVICE  PROVIDER  FOR  THE  SOFTWARE  LICENSED  UNDER  THIS 
AGREEMENT; OR (II) $25. 

7.  EXPORT  LAW ASSURANCES.  None of the Software or underlying information or 
technology,  printed or verbal,  may be downloaded or  otherwise  exported  or 
re-exported  outside  of the United States except as permitted by the laws and 
regulations of the United States. 

8.  GENERAL.  This Agreement is the entire understanding between  the  parties 
regarding  the  subject  matter  hereof,  and it supersedes and terminates any 
other representations, promises, communications,  agreements or understandings 
between  the  parties with regard to the subject matter hereof.  If a court of 
competent jurisdiction finds any provision of  this  Agreement  unenforceable, 
all   other  provisions  shall  remain  in  full  force  and  effect  and  the 
unenforceable provision will be replaced with an  enforceable  provision  that 
most  nearly  achieves  the  intent  and  economic effect of the unenforceable 
provision.  This Agreement may only be  amended  in  writing,  signed  by  the 
parties.  This Agreement is specific to you,  and you may not assign, transfer 
or delegate this Agreement or any right hereunder without  the  prior  written 
consent of Your Service Provider.  Any assignment or transfer in contravention 
of  this restriction shall be null and void.  Your Service Provider may assign 
its rights and obligations under  this  Agreement  to  any  affiliated  entity 
without  your  prior written consent.  This Agreement will be binding upon and 
will inure to the benefit  of  the  parties  hereto  and  their  heirs,  legal 
representatives,  successors  and  permitted  assigns.  A  failure or delay in 
exercising any right hereunder will not be considered a waiver thereof  unless 
expressly waived in writing and signed by the waiving party.  No single waiver 
will be considered a continuing  or  subsequent  waiver.  Neither  party  will 
represent  that  it  has  any  authority  to  assume or create any obligation, 
express or implied, on behalf of the other party.  You agree that in the event 
of a breach,  or alleged breach, of Sections 1 and/or 2, Your Service Provider 
or its suppliers shall be entitled to seek and obtain  injunctive  relief  and 
any  other  applicable  equitable  relief,  in  addition  to any and all other 
remedies available to Your  Service  Provider  or  its  suppliers  under  this 
Agreement and at law.  This Agreement shall be governed by and construed under 
the laws of the State of California and the federal laws of the United  States 
applicable therein, except for that body of law dealing with conflicts of law.  
The United Nations Convention on Contracts for the International Sale of Goods 
will not apply. 

BY  CLICKING  ON  THE  "YES" BUTTON BELOW,  YOU ARE INDICATING THAT YOU ARE OF 
LEGAL AGE AND HAVE READ,  UNDERSTOOD AND AGREED TO BE BOUND BY THE  TERMS  AND 
CONDITIONS OF THE AGREEMENT PRESENTED ABOVE.
