



                SOFTWARE LICENSE AGREEMENT OF
                    ATAMAN SOFTWARE, Inc.

ATAMAN SOFTWARE, Inc. ("LICENSOR") IS WILLING TO LICENSE THE
ACCOMPANYING SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE
TERMS IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS
CAREFULLY BEFORE YOU INSTALL THE SOFTWARE, BECAUSE BY
INSTALLING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE
TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS,
LICENSOR WILL NOT LICENSE THIS SOFTWARE TO YOU, AND IN THAT
CASE YOU SHOULD IMMEDIATELY DELETE ALL COPIES OF THIS
SOFTWARE YOU HAVE IN ANY FORM.


OWNERSHIP OF THE SOFTWARE

1.   The enclosed Licensor software program ("Software") and
  the accompanying written materials are owned by Licensor or
  its suppliers and are protected by United States copyright
  laws, by laws of other nations, and by international
  treaties.


GRANT OF LICENSE

2.   If you have purchased a per copy license to the
  Software, Licensor grants to you the right to use one copy
  of the Software on a single computer.  If the Software
  consists of multiple executable programs then individually
  each of those executable programs can be used only on a
  single computer, but there is no requirement that all
  executables must be used on the same single computer..

3.   If you have not yet purchased a license to the
  Software, Licensor grants to you the right to use one copy
  of the Software on a single computer for an evaluation
  period of 15 days.  If you wish to continue using the
  Software and accompanying written materials after the
  evaluation period, you must register the Software by sending
  the required payment to Licensor. You will then receive a
  license for continued use and a registration code that will
  permit you to use the Software free of payment reminders.
  The Software may come with extra programs and features that
  are available for use only to registered users through the
  use of their registration code.



RESTRICTIONS ON USE AND TRANSFER

4.   You may distribute the Software and accompanying
  written materials to others so long as all the files
  comprising the Software and accompanying written materials
  are passed to the user without modification and that a clear
  statement is made to the receiver of the distribution that
  you are in no way transferring or assigning rights to the
  Software.  The Licensor may revoke the right to distribute
  the Software at any time, with or without cause, by giving
  30 days written notice to the distributor.

5.   You may make printed copies of the written materials
  accompanying Software provided that they used only by users
  bound by this license.

6.   You may not distribute or transfer your registration
  code or transfer the rights given by the registration code.

7.   You may not rent or lease the Software or otherwise
  transfer or assign the right to use the Software.

8.   You may not reverse engineer, decompile, or disassemble
  the Software.


DISCLAIMER OF WARRANTY

9.   THIS SOFTWARE AND ITS ACCOMPANYING WRITTEN MATERIALS
  ARE PROVIDED BY LICENSOR "AS IS" AND ANY EXPRESS OR IMPLIED
  WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
  WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR
  PURPOSE, AND NON-INFRINGEMENT, ARE  DISCLAIMED.

10.  IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE
  FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
  CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
  PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
  DATA, SAVINGS, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER
  CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
  STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR
  OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
  SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  Because some states do not allow the exclusion or limitation
  of liability for consequential or incidental damages, the
  above limitation may not apply to you.

11.  This Agreement is governed by the laws of the State of
  Colorado.

12.  If you have any questions concerning this Agreement or
  wish to contact Licensor for any reason, please write:

          Ataman Software, Inc.
          749 S. Lemay, Suite A3-411
          Fort Collins, CO  80524
          (303) 416-9199
          
          CompuServe: 70363,1373
          Internet: info@ataman.com


U.S. GOVERNMENT RESTRICTED RIGHTS

13.  The Software and documentation are provided with
  RESTRICTED RIGHTS. Use, duplication, or disclosure by the
  Government is subject to restrictions set forth in
  subparagraph (c)(1) of The Rights in Technical Data and
  Computer Software clause at DFARS 252.227-7013 or
  subparagraphs (c)(1)(ii) and (2) of Commercial Computer
  Software - Restricted Rights at 48 CFR 52.227-19, as
  applicable. Supplier is Ataman Software, Inc. / 749 S.
  Lemay, Suite A3-411 / Fort Collins, CO  80524.

