
******   ATTENTION:
THIS IS A  LICENSE, NOT A SALE.  THIS PRODUCT IS PROVIDED UNDER THE 
FOLLOWING LEGAL LICENSE AGREEMENT WHICH DEFINES WHAT YOU MAY DO WITH 
THE PRODUCT, AND CONTAINS LIMITATIONS ON WARRANTIES AND OR REMEDIES.

                 >>>     LICENSE  AGREEMENT     <<<

IMPORTANT: CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT.  USING THIS 
PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND
AGREE TO ITS TERMS.  IF YOU DO NOT AGREE, RETURN THE PRODUCT COMPLETE TO THE
PLACE OF PURCHASE WITHIN 10 DAYS OF THE DATE YOU ACQUIRED IT.  THIS LICENSE
AGREEMENT IS YOUR PROOF OF LICENSE.  PLEASE TREAT IT AS VALUABLE PROPERTY.

(A) LICENSE: Fidelity International Technologies, Inc. ("FIT", "we" or "us"),
provides you with storage media containing a computer program (the "Software",
"Program"), use manual, license (the "License"), registration card and
accompanying documents (together called the "Product") and grants you a
license to use the Product in accordance with the terms of this License.
The copyright and all other rights in the Products or its modifications,
and merged portions thereof, are protected under U.S. copyright laws and
international treaty provisions, shall remain with us or our suppliers.
You must reproduce any copyright or other notice marked on the Product on
all copies you make.  

The Software is considered in use on a computer when it is loaded into
temporary memory or installed into permanent memory.

Each purchased or permitted copy of the Software may be used on no more
than one specific computer (either a stand-alone computer or a computer
connected to a network) owned, leased by you. Once a copy of the Software
has been used on a computer, it may not be used on any other computer,
unless you have permanently stopped using (e.g., sold, destroyed, or
relinquished possession of ) the computer on which the Software was first
installed and have removed the Software from the original computer. If the
Software is made available on a network (either intranet or internet),
it may be accessed only by the number of CPU's for which you have purchased
a license. Once the Software has been accessed by that number of CPU's,
it may not be used on any additional CPU's without purchasing additional
licenses.

PERSONAL LICENSE: This license is for personal use only.  It may not be used
for any commercial gain.  You may use the Software only for your own personal
use if you are an individual, or for your own internal business purposes,
without any commercial gain, nor servicing other people or clients if you
are a business.

MULTI-PC, MULTIPLE-MACHINE, OR SITE LICENSE:  If you have purchased and
are authorized to use this type of license, you may use it on the multiple
machines up to the purchased number.  In addition to any copies authorized
for use under this license, you may make a single copy of the Software
solely for backup purposes.  All copies of the Software must include our
copyright notice.

(B) YOU MAY:
1. use the Software only on a single computer, and only by a single user
regardless of the number of original copies of the Software included with
the Product.  If you wish to use the Software for more users, you will need
a further license for each other; 2. make one copy of the Software for
archive or back-up purposes, and 3. if the product is an upgrade from another
product, whether from us or another supplier, you may use or transfer the
product only in conjunction with the upgrade product, unless you destroy it.
If the product is an upgrade from a FIT product, you may only use that
upgraded product in accordance with this license.

(C) YOU MAY NOT:
1. use the Product or make copies of it except as permitted in this License;
2. translate, reverse engineer, decompile or disassemble the Software, except
to the extent the foregoing restriction is expressly prohibited by applicable
law; 3. rent, lease, assign or transfer the Product except as set out above;
or 4. modify the Software or merge all or any part the Software in another
program.

(D) TERM:  This License shall continue for as long as you use the Product.
However, it will terminate if you fail to comply with any of its term of
conditions.  You agree, upon termination, to destroy all copies of the Product.
The Limitation of Warranties and Liability set out below shall continue in
force even after any termination.

(E) WARRANTY:  We warrant that the storage media in this Product will be free
from defects in materials and workmanship for 90 days from the date you
acquire it.  If such a defect occurs, return it to us at the address below
and we will replace it free.  This remedy is your exclusive remedy for breach
of this warranty.  It gives you certain rights and you may have other
legislated rights which vary from jurisdiction to jurisdiction.

(F) LIMITATION OF WARRANTIES AND LIABILITY: Except for the express warranty
above, the Product is provided on an "as is" basis, without any other
warranties, or conditions, express or implied,  including but not limited to
warranties of merchantable quality, merchantability or fitness for a
particular purpose, or those arising by law, statute, usage of trade or
course of dealing. The entire risk as to the results and performance of
the Product is assumed by you. Neither we nor our dealers or suppliers
shall have any liability to you or any other person or entity for any
direct,  indirect, incidental, special or consequential damages whatsoever,
including but not limited to loss of revenue or profit, lost or damaged data
or other commercial or economic loss, even if we have been advised of the
possibility of such damages or they are foreseeable; or for claims by a
third party.  Our maximum aggregate liability to you, and that of our
dealers and suppliers shall not exceed the amount paid by you for the
Product.  The limitations in this section shall apply whether or not the
alleged breach or default is a breach of a fundamental condition or term,
or a fundamental breach.  Some states/countries do not allow the exclusion
or limitation of liability for consequential or incidental damages so the
above limitation may not apply to you.

(G) U.S. GOVERNMENT RESTRICTED RIGHTS:  If the product is acquired by or
for the U.S. Government then it is provided with Restricted Right.
Use, duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, or
subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted
Rights at 48 CFR 52.227-19 or clause 18-52.227-86(d) of the NASA supplement
to the FAR, as applicable. Manufacturer is Fidelity Int'l Tech., Inc. at
292-C Raritan Center Parkway, Edison, New Jersey 08837 USA.

(H) Export:  Some portion of the Product may be subject to restrictions under
U.S. regulations relating to exports and ultimate end uses of computer
software.  You agree to fully comply with all applicable U.S. laws and
regulations, including but not limited to the Export Administration Act of
1979 as amended from time to time and any regulations promulgated thereunder.

(I) GENERAL:  This License is the entire agreement between us, supersedes
any other agreement or discussions, oral or written and  may not be changed
except by a written signed agreement.  This License shall be governed by
and constructed in accordance with the laws  of the County of Middlesex,
U.S.A.  If any provision of this License is declared by a Court of competent
jurisdiction to be invalid, illegal, or unenforceable, such provision shall
be severed from the License and the other provision shall remain in full
force and effect.  The parties have requested that this Agreement and all
documents contemplated hereby be drawn up in English. Les parties aux
presentes ont exige que cette entente et tous autres documents envisages
par les presentes soient rediges en anglais.

(c) Copyright Fidelity Int'l Tech., Inc.  1997-1998.  All rights reserved.
