
            SOFTWARE LICENSE AGREEMENT AND LIMITED WARRANTY

                            JP Software Inc.
                             P.O. Box 1470
                      E. Arlington, MA 02474, USA

                             (781) 646-3975
                           fax (781) 646-0904
                         Email sales@jpsoft.com
                       Web http://www.jpsoft.com/


This file contains two license agreements:

   (1) If you have a trial copy of our software (also called a
       "shareware" or "evaluation" copy), read the first license
       agreement below.

   (2) If you paid JP Software (or one of our authorized dealers) for
       your software, read the second license agreement below.


(1) LICENSE AGREEMENT FOR TRIAL COPIES
--------------------------------------

If you don't agree with the terms below, you should not use or evaluate
the Software.

In this agreement:

   "Software" means the JP Software product(s) you have obtained for
   evaluation, including the software, documentation, and other
   materials;

   "Trial Copy" means a copy of the Software for which you have not paid
   a fee to us or one of our authorized dealers (Trial Copies are
   typically described as "trial" or "shareware" copies in the
   Software's sign-on messages);
   
   "Pass-Along Trial Copy" means a Trial Copy of the Software given to
   you by a friend or colleague passing along their Purchased Copy for
   you to try, as described in the file TRIAL.TXT.
   
   "Purchased Copy" means a copy of the Software for which you have paid
   a fee to us or to one of our authorized dealers, and which is not
   described as a trial or shareware copy in the Program's sign-on
   messages;
   
   "we" or "us" means JP Software Inc., a corporation based in
   Arlington, Massachusetts, USA;
   
   "you" means the evaluator or end user of the Software;

(1) Legal Agreement.  This legal agreement allows you to evaluate the
Software under the terms and conditions below.

(2) Ownership.  We or our licensors own the Software under copyright,
trade secret and all other laws that may apply.  All JP Software product
names, designs, and logos are trademarks of JP Software Inc.

(3) Evaluation Period.  You may use a Trial Copy of the Software for an
evaluation period of up to 21 days, as explained in the file TRIAL.TXT,
in order to determine whether the Software meets your needs before
purchasing a license.  Your evaluation period begins when you first
install the Software on one or more computers for evaluation purposes.
Once the evaluation period ends, you agree to either purchase a license
for the Software, or to stop using it.  If you have ordered a Purcahsed
Copy of the Software from us or from one of our authorized dealers you
may continue to use your Trial Copy until your Purchased Copy arrives.

(4) Use of the Software.  While you are evaluating the Software, you may
use it on as many computers as are required to perform your evaluation.
However, once the evaluation period is over and you purchase a license
for the Software, your use will be restricted to the number of computers
for which you have purchased licenses, under the license agreement which
applies to your Purchased Copy.

(5) Making and Distributing Trial Copies of the Software.  You may make
copies of your Trial Copy of the Software to give to others, as long as
you include all of the files that you originally received with your
Trial Copy.  However, if you have a Pass-Along Trial Copy you may not
redistribute that copy or pass it along again to others.  You agree not
to sell Trial Copies of the Software or distribute them to others for
any kind of compensation or fee unless you abide by the restrictions in
JP Software's VENDOR.TXT file.

(6) DISCLAIMERS, LIMITATIONS, and RESTRICTED RIGHTS.

>> DISCLAIMERS:  YOU ARE NOT PAYING FOR THE TRIAL USE LICENSE FOR YOUR
   TRIAL COPY OF THE PROGRAM.  ACCORDINGLY THE TRIAL COPY IS PROVIDED
   "AS-IS" AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, INCLUDING ANY
   IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
   PURPOSE.
   
   YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION AND USE OF THE
   SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND ACKNOWLEDGE THAT IF
   YOU USE THE SOFTWARE IMPROPERLY OR AGAINST OUR INSTRUCTIONS YOU CAN
   CAUSE DAMAGE TO YOUR FILES, SOFTWARE AND DATA.

>> LIMITATION OF LIABILITY:  IN NO EVENT SHALL WE BE LIABLE FOR ANY
   INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT
   OF USE OF THE PROGRAM OR YOUR RELATIONSHIP WITH US.  SOME
   JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR
   INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE THE ABOVE LIMITATION
   MAY NOT APPLY TO YOU.

>> RESTRICTED RIGHTS LEGEND:  Use, duplication, or disclosure by the
   U.S. Government subject to the restrictions set forth in DFARS
   252.227-7013 (c)(1)(ii) and FAR 52.227-19.


========================================================================

(2) LICENSE AGREEMENT FOR PURCHASED COPIES
------------------------------------------

   PLEASE NOTE:  If you received a printed license agreement from us for
   this software, or you have executed a signed license agreement,
   please refer to that agreement instead of the text below.


IMPORTANT:  If you don't agree with the terms below, you must return the
Software unused, to us or to the dealer where you purchased it, for a
refund.

In this agreement:

   "Software" means the JP Software product(s) you purchased, consisting
   of either a single program or one or more programs sold together as a
   unit (whether in separate disks or files; or combined in a CD, other
   media, or electronic file), including the software, documentation,
   and other materials;

   "we" or "us" means JP Software Inc., a corporation based in
   Arlington, Mass., USA;

   "you" means the purchaser or end user of the Software; and

   "Computer" means a computer keyboard, terminal, or other primary
   input device used by a single user.

(1) Legal Agreement.  This legal agreement allows you to use the
Software under the terms and conditions below.

(2) Ownership.  We or our licensors own the Software under copyright,
trade secret and all other laws that may apply.  All JP Software product
names, designs, and logos are trademarks of JP Software Inc.

(3) Use of Individual Copies.  If you purchased an individual copy of
the Software, it may be installed for a single person's use on one or
more Computers (such as a Computer at work, a Computer at home, and a
portable Computer), as long as all Computers are primarily for that
person's use at all times, and they are never used simultaneously except
during active transfer of files between them.  (If the Software copy was
purchased by your employer, you must obtain your employer's explicit
permission before installing the Software on multiple Computers as
described above.)

(4) Multi-System Licenses.  If you purchased a multi-system (rather than
individual) license for the Software, you may install the Software on at
most the number of Computers licensed, as shown on the program sign-on
screen or authorized in other electronic or printed documents received
from us or our dealer.  Unlike individual copies, under a multi-system
license each Computer (work, home, portable, etc.) is counted
separately, even if the Computers are not in use simultaneously.

(5) Bundles.  If you purchased two or more programs packaged together as
a unit by us (a "Bundle"), all programs in the Bundle are licensed
together as a single unit and must be used on the same Computer(s).  You
may not split the programs within a Bundle between different Computers
in any way which results in use of the Software or any part thereof on
more Computers than are otherwise authorized by this license.  (Bundles
may be sold under other similar terms such as "suite" or "pack".)

(6) Copying and Distribution.  You may copy the Software files as
necessary for normal backup purposes.  In addition, if your copy of the
Software includes the file TRIAL.TXT, and you strictly follow the terms
described in that file, you may give the trial version of the Software
to individual friends and colleagues you know personally, without your
serial number or registration codes.  You may not make, sell, or give to
others, any other whole or partial copy of the Software, without our
advance written permission.

(7) Serial Numbers and Codes.  Any serial numbers, registration keys, or
other similar codes you receive in order to personalize, install, or
register the software are private and confidential information known
only to you and to us, and may not be given to others under any
circumstances.

(8) LIMITED WARRANTY for Physical Defects.  We pledge that any disks,
CDs, or manuals physically delivered to you will arrive free of physical
defects interfering with normal use.  If you report such a defect to us
within 90 days after purchase, we will replace the defective unit(s) at
no charge.  We don't promise that the Software will be free of software
bugs or program errors.  If you report an error or bug to us, we will
use reasonable efforts to remedy the problem.  If we issue a maintenance
release for the Software containing a correction for an error you
reported, we will make a copy of that release available to you for
electronic download at no charge.  We will only do this for maintenance
releases, not for other new versions of the Software.

Satisfaction Guarantee.  If you are dissatisfied with any JP Software
product you buy from us under this Agreement for any reason, you may
return it to us at any time up to 90 days after purchase and we will
refund the amount you paid, less shipping and handling costs.  You must
contact us before returning any product for a refund.  This satisfaction
guarantee does not apply to multi-system licenses for more than 10
Computers, or to purchases of more than 10 individual copies.

(9) DISCLAIMERS, LIMITATIONS, and RESTRICTED RIGHTS.

>> DISCLAIMER.  Except for the Limited Warranty stated above, we
   disclaim any and all warranties, express or implied, including any
   implied warranties of merchantability or fitness for a particular
   purpose.  You acknowledge and agree that you had full opportunity to
   use and test the Software before purchase, so that the essential
   purpose of the above warranties is fulfilled even where a refund may
   not be available.  You assume full responsibility for the selection
   and use of the Software to achieve your intended results, and
   acknowledge that if you use it improperly or against our instructions
   you can cause damage to your files, software and data.  The Limited
   Warranty above gives you specific legal rights, but you may have
   other rights, which vary from jurisdiction to jurisdiction.
   
>> HIGH RISK ACTIVITIES.  The Software is not fault-tolerant and is not
   designed, manufactured or intended for use as on-line control
   equipment in hazardous environments requiring fail-safe performance,
   such as in the operation of nuclear facilities, aircraft navigation
   or communication systems, air traffic control, direct life support
   machines, or weapons systems, in which the failure of the Software
   could lead directly to death, personal injury, or severe physical or
   environmental damage ("High Risk Activities").  JPS specifically
   disclaims any express or implied warranty of fitness for High Risk
   Activities for the Software or any portion thereof.
   
>> LIMITATION OF LIABILITY.  In no event shall we be liable for any
   incidental, consequential, or punitive damages whatsoever arising out
   of use of the Software or your relationship with us.  Some
   jurisdictions do not allow exclusion or limitation of liability for
   incidental or consequential damages, therefore the above limitation
   may not apply to you.
   
>> EXPORT.  Licensee may use the Software in any country, except
   countries that are subject to U.S. export restrictions.  Licensee is
   solely responsible for determining whether any planned export
   relating to the Software is legal under U.S. and other applicable
   laws.
   
>> RESTRICTED RIGHTS LEGEND.  Use, duplication, or disclosure by the
   U.S. Government is subject to the restrictions set forth in DFARS
   252.227-7013 (c)(1)(ii) and FAR 52.227-19, as applicable.

