               RetroSoft Software 
    SOFTWARE LICENSE AGREEMENT 
  
This file, license.txt, describes the terms and conditions by which RetroSoft 
will license other parties to distribute this software program which is intended solely for 
distribution as "shareware" (the "Program").  No use, reproduction or distribution of the 
Program, or of copies of the Program, is authorized except in compliance with the terms 
and conditions set forth below. 

The Program is protected by copyright in the United States, as well as in 
other countries pursuant to international treaties.  RetroSoft is the exclusive 
worldwide licensor of the Program, and the copyrights and other proprietary 
rights there in.  The Program is intended solely for distribution as 
"shareware" (i.e., "try-before-you-buy" software); it is NOT public domain 
or free software or "freeware".  RetroSoft encourages distribution of the Program 
in accordance with the provisions of this Software License Agreement.  Any 
use, copying or distribution of the Program, or of any copies or elements 
thereof, that is not in compliance with the terms and conditions of this 
Agreement is prohibited. 

Limited Distribution License: 

RetroSoft authorizes distribution and/or copying of the Program only in 
accordance with the following terms and conditions (the "General Terms and 
Conditions") and with other terms and conditions set forth below that may 
be applicable: 

1.   RetroSoft shall be credited as the owner of the Program 
     in all distribution of the Program (which shall include, without 
     limitation, packaging, documentation, catalogs, program descriptions, 
     advertising, promotion and public relations). 

2.   The Program shall be identified by name and shall be expressly 
     identified as shareware (and not identified or described as "free 
     software", "public domain software", or the like) in all distribution. 

3.   The shareware concept shall be explained in reasonable detail in all 
     distribution (shareware is "try-before-you-buy" software, and the 
     price paid by users (if any) is a distribution charge only). 

4.   You may copy and/or distribute the Program only in its original, 
     unaltered form, with all files included unmodified, and without 
     making any additions, modifications or deletions except as provided 
     in this paragraph.  You may not modify the Program or any of its 
     files, and the Program must be distributed as a complete package. 
     You may not change, delete, merge or rename any files or elements 
     of the Program in any manner, and you may not add any files or new 
     elements (except for installation routines which do not interfere with 
     the proper operation or installation of the Program). 

5.   You may not decompile, recompile, disassemble, reverse engineer, 
     adapt or create derivative works of the Program or any files or 
     elements thereof except with RetroSoft's prior express written consent. 

6.   Since the Program is intended for distribution only as shareware, you 
     shall not charge any fee or other compensation for the Program, 
     although you may charge a distribution fee for costs associated with 
     distributing the Program.  You are permitted, and encouraged, to 
     make and distribute copies of the Program to your friends, family 
     members and co-workers without charge, for your and their private 
     noncommercial use, in compliance with the terms and conditions 
     hereof. 

7.   In accordance with the "try-before-you-buy" philosophy behind the 
     shareware concept, RetoSoft strongly discourages charging users or 
     recipients more than $2.00 for distribution of the Program (or 
     any elements thereof).  If you charge more than $2.00 for 
     distribution of the Program or any elements thereof (inclusive of all 
     fees, costs, expenses and other charges, including without limitation 
     charges for copying, shipping, postage and handling, but not 
     including sales taxes), then you shall pay RetroSoft a royalty equal to fifty 
     percent (50%) of the excess of such charges above $2.00 with respect 
     to each individual user or recipient.  (By way of illustration and not 
     limitation, if you distribute the Program at a charge of $3.00 for 
     disks and $2.00 for shipping and handling (for a total of $5.00), 
     you shall pay RetroSoft a royalty of $1.50 with respect to each user or 
     recipient.)  In the event that such a royalty is payable to RetroSoft, you 
     shall provide RetroSoft with quarterly statements of account 
     setting forth the royalty owed in reasonable detail, accompanied by 
     payment thereof; and RetroSoft or its designee shall have the right to 
     inspect and audit your books and records from time to time to verify 
     the amounts of the royalties due RetroSoft hereunder. 

8.   You may not remove or alter any copyright or trademark information 
     on the Program, and you must take reasonable steps to protect the 
     copyrights, trademarks and other rights of RetroSoft in the Program. 

9.   You recognize that your right to distribute the Program is 
     nonexclusive and that RetroSoft can terminate the license granted to you 
     hereunder at any time for any reason upon written notice.  RetroSoft 
     reserves the right to withhold or withdraw permission to distribute 
     the Program from anyone at any time for any reason.  The provisions 
     of paragraphs 4, 7, 13, 16, 17, 20, 21 and 22 hereof shall survive 
     any expiration or termination of this Agreement. 

10.  You shall take reasonable steps to ensure that the Program and any 
     other software, documentation and other materials distributed with 
     the Program are free from viruses. 

11.  This is the current version of the Program and all previous versions 
     of this Program have been withdrawn from distribution.  You shall 
     use reasonable efforts to distribute only the latest version of the 
     Program.  If you have a question about this, please contact RetroSoft to 
     confirm what is the latest version. 

12.  Your limited right to distribute under this Software License 
     Agreement is personal and does not include any right of sublicense. 

13.  You may not use, copy, modify, distribute or transfer the Program 
     or any element thereof in whole or in part, except as expressly 
     provided for herein. 

14.  You may not "rent" or "lease" the Program to anyone. 

15.  Any permission, consent or approval of RetroSoft referred to herein may 
     be granted or withheld in RetroSoft's sole discretion (and, unless 
     expressly granted in writing, shall be deemed to be withheld). 

16.  DISCLAIMER OF WARRANTY AND LIMITATION OF 
     LIABILITY: 

     THIS PROGRAM IS PROVIDED "AS IS".  RETROSOFT, 
     MAKES NO WARRANTY OR REPRESENTATION OF ANY 
     KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO 
     THIS PROGRAM OR ANY FILES, DOCUMENTATION OR 
     ELEMENTS THEREOF OR RELATING THERETO OR ANY 
     MEDIUM THE PROGRAM MAY BE ON (INCLUDING, 
     WITHOUT LIMITATION, ANY WARRANTY OF 
     MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR 
     PURPOSE OR OF QUALITY OR PERFORMANCE). 

     SUBJECT TO ANY CONTRARY PROVISIONS OF APPLICABLE 
     STATE LAW, IN NO EVENT WILL RETROSOFT 
     BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, 
     CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM 
     THE USE OF OR INABILITY TO USE THE PROGRAM OR ANY 
     FILES, DOCUMENTATION OR ELEMENTS THEREOF, 
     INCLUDING FROM NEGLIGENCE, STRICT LIABILITY, OR 
     BREACH OF WARRANTY OR CONTRACT, EVEN IF RETROSOFT 
     IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
     IN PARTICULAR, RETROSOFT, IS NOT RESPONSIBLE FOR 
     ANY COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO 
     THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, 
     LOSS OF USE OF COMPUTER PROGRAMS, LOSS OF DATA, THE COST OF A 
     SUBSTITUTE PROGRAM, OR CLAIMS BY THIRD PARTIES. 
     IN NO EVENT SHALL THE LIABILITY OF RETROSOFT FOR ANY DAMAGES 
     EVER EXCEED THE PRICE PAID FOR THE LICENSE TO USE THE PROGRAM, 
     REGARDLESS OF THE FORM OF CLAIM.  THE USER OF THE 
     PROGRAM BEARS ALL RISK AS TO THE QUALITY AND 
     PERFORMANCE OF THE PROGRAM AND ALL OTHER RISKS 
     RELATING TO THE USE OF OR INABILITY TO USE THE 
     PROGRAM.  BECAUSE SOFTWARE IS INHERENTLY 
     COMPLEX AND MAY NOT BE COMPLETELY FREE OF 
     ERRORS, ALL USERS ARE ADVISED TO VERIFY THEIR 
     WORK AND TO MAKE BACK-UP COPIES. 

17.  This Software License Agreement shall be governed by and 
     construed in accordance with the internal laws of the State of 
     New Jersey applicable to agreements entered into and wholly to be 
     performed therein, without reference to conflicts of laws.  It shall 
     inure to the benefit of RetroSoft, and its successors and 
     assigns.  With respect to every matter arising under this Software 
     License Agreement, you consent to the jurisdiction and venue of the 
     state and federal courts located in New Jersey, and to service by 
     certified mail, return receipt requested, or as otherwise permitted by 
     law. 

18.  RetroSoft reserves the right to update the contents of the Program and/or 
     its associated files, documentation and/or other elements, at its 
     discretion from time to time, without the consent of, or any 
     obligation to, any licensed users or distributors. 

19.  All rights not expressly granted herein are reserved by RetroSoft 

20.  In the event of any violation of this Agreement or failure to comply 
     with any of the terms and conditions set forth herein, or any other 
     violation or infringement of any of RetroSoft's rights, RetroSoft shall have 
     available all rights and remedies at law and in equity.  Without 
     limiting the foregoing, in the event of any such violation or failure 
     to comply, then in addition to its other rights and remedies, if RetroSoft 
     so elects RetroSoft shall have the right to seek damages of not less than 
     the full registration fee for the registered version of the software 
     program with the same name as the Program, with respect to each 
     copy of the Program distributed or copied and/or each user or 
     recipient to whom the Program was distributed.  (By way of 
     illustration and not limitation, if the registration fee for the registered 
     version is $50.00 and distribution to 1,000 persons was made in 
     violation of this Agreement, then if RetroSoft so elects RetroSoft shall have the 
     right to seek damages of not less than $50,000 under the provisions 
     of this paragraph, in addition to its other rights and remedies at law 
     or in equity.) 

21.  You will hold RetroSoft, its officers, directors, employees, contractors, 
     attorneys, and agents, harmless from and against any and all claims, 
     actions, damages, losses, liabilities, costs and expenses (including 
     reasonable attorney's fees) arising directly or indirectly from your 
     acts and omissions in copying and distributing the Program (including 
     without limitation from any installation routine that you may add). 

22.  If any provision of this Agreement is held to be void, invalid or 
     unenforceable, it will not affect the validity of the balance of this 
     Agreement, which shall remain valid and enforceable according to its 
     terms and conditions. 
  

In addition to the above General Terms and Conditions, the following special 
provisions apply to the types of distribution set forth below: 

Distribution by BBS's and Online Services: 

RetroSoft allows and encourages bulletin board systems and online services to 
distribute the Program by modem as long as the General Terms and 
Conditions set forth above are complied with. 

Distribution of the Program By Itself on Floppy Disk: 

Shareware vendors may distribute the Program alone on one or more floppy 
disk(s) as long as the General Terms and Conditions set forth above are 
complied with, and provided that other than installation routines which do 
not interfere with the proper operation or installation of the Program, no 
other programs or files are included on the floppy disk(s) that contain this 
Program (i.e., there is no bundling or multi-program disks or packs). 

Distribution of the Program on CD-ROM's and Multi-Disk Packs: 

Shareware vendors that wish to distribute this Program as part of a collection 
of software programs on a CD-ROM or a pack of multiple disks (which 
disks contain one or more other software programs) must comply with the 
General Terms and Conditions set forth above, and in addition must abide 
by the following terms and conditions: 

1.   Any and all distribution of this Program on a CD-ROM or a multi- 
     disk pack requires the prior written permission of RetroSoft Software. 

2.   In no event may a total of more than ten (10) programs (not 
     including installation routines) of any kind be included in the 
     collection, without RetroSoft's prior written approval. 

3.   In no event may a total of more than three (3) programs from RetroSoft 
     be included in the collection, without RetroSoft's prior written approval. 

4.   The front-cover packaging must contain the word "Shareware" in 
     large type. 

5.   The name "RetroSoft Software", as well as the names of all RetroSoft 
     Software products included in the collection, must appear on the 
     front-cover packaging in large type. 

6.   You must send RetroSoft a copy of the collection as soon as it has been 
     manufactured. 

The reasons for these conditions are:  We do appreciate CD-ROM and multi- 
pack distribution when it is focused on bringing users a few great shareware 
products at a good price.  But the numerous CD's and multi-packs containing 
large numbers of programs that are hitting the stores aren't helping RetroSoft 
authors and distributors achieve their goal of getting high-quality distribution 
and registrations. 

So please don't include this Program on a gigantic CD-ROM stuffed with 
programs.  But do consider doing a small, high-quality CD-ROM or multi- 
pack collection that focuses on a few good products -- that will bring in good 
sales for both you and us, and that will make us all happy. 

Distribution in a Retail Environment: 

Any party wishing to sell or distribute this Program in a retail environment 
(e.g., computer stores and mass-market stores) must comply with the 
General Terms and Conditions set forth above as well as all other above 
conditions that apply (e.g., regarding sale or distribution of a CD-ROM or 
multi-pack disks), as well as the following: 

1.   The name "RetroSoft Software", the name of this Program, and the 
     word "Shareware" must be included in large type on the front cover 
     of all packaging. 

2.   You must send RetroSoft a copy of your packaging for every RetroSoft 
     Software program you distribute or offer for sale as soon as the 
     packaging has been manufactured. 

Distribution via Subscriptions, "Disk-of-the-Month", Magazine "Cover 
Disks" and "Cover CD's": 

Any party wishing to distribute this Program via subscriptions, "disk-of-the- 
month", magazine "cover disks" and/or "cover CD's" must obtain RetroSoft's 
written permission, in addition to complying with the General Terms and 
Conditions set forth above and other applicable terms and conditions.  Please 
contact us and we'll be glad to consider granting permission to you in 
appropriate cases. 

Bundling with Hardware: 

You may bundle this Program with new hardware (computers, sound cards, 
etc.) as long as you comply with the General Terms and Conditions set forth 
above, and as long as you provide the Program free of charge (i.e., at no 
cost in addition to the hardware) to the purchaser when the hardware is 
purchased. 

We would appreciate it if you could let us know if you bundle the Program 
with hardware.  If you'd like more information about OEM and hardware 
bundling opportunities, please contact us!  We greatly appreciate the 
opportunity to work with hardware manufacturers and resellers. 

Other Distribution Opportunities: 

Please contact us if you would like to distribute RetroSoft shareware products in 
a new and unique way.  We are open to new opportunities, and we 
appreciate new and unique forms of distribution as a way of reaching new 
customers. 

Thanks:  We thank you for distributing RetroSoft Software shareware products 
in accordance with the terms and conditions of this Agreement. 
  

RetroSoft Software can be contacted at: 

     RetroSoft Software 
     78 Black Point Road 
     Rumson, NJ 07760 
     Phone:  732-842-0176 
     Fax:    732-842-5713 

