SOFTWARE LICENSE

ATTENTION:  PLEASE READ THIS DOCUMENT 
CAREFULLY BEFORE INSTALLING THIS PROGRAM.  
THE INDIVIDUAL OR ENTITY INSTALLING THIS 
PROGRAM (THE "END USER") AGREES TO BE 
BOUND BY THE TERMS OF THIS LICENSE.

The enclosed computer program(s) and the accompanying 
documentation are provided to the End-User by 
XorByte Software Solutions("Licensor") for use only under the following 
terms.  Licensor reserves any right not expressly granted to 
the End-user.  The End-User owns the disk on which the 
Software is recorded, but Licensor retains ownership of all 
copies of the Software itself.  The End-User assumes sole 
responsibility for the installation, use and results obtained 
from use of the Software.

1.  License.
End-User is granted a limited, non-exclusive license to do 
only the following:
A.  Install and maintain the Software on one computer at 
any time for use only in the End-User's own business.

B.  Make one copy in machine-readable form solely for 
backup or archival purposes for the computer which the 
Software is installed.  The Software is protected by 
copyright law.  As an express condition of this License, the 
End-User must reproduce on the copy Licensor's copyright 
notice and any other proprietary legends on the original 
copy supplied by Licensor.

C.  Transfer the Software and all rights under this License 
to another party together with a copy of this License and all 
written materials accompanying the Software, provided (i) 
the End-User gives Licensor written notice of the transfer 
(including in such notice the identity of the transferee), and 
(ii) the other party reads and agrees to accept the terms and 
conditions of this License.

2.  Restrictions.
The End-User may NOT sublicense, assign, or distribute 
copies of the Software to others.  The Software contains 
trade secrets.  The End-User may NOT decompile, reverse 
engineer, disassemble, or otherwise reduce the Software to 
a human readable form.  THE END-USER MAY NOT 
MODIFY, ADAPT, TRANSLATE, RENT, LEASE, 
LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR 
OTHERWISE ASSIGN OR TRANSFER THE 
SOFTWARE, OR CREATE DERIVATIVE WORKS 
BASED UPON THE SOFTWARE OR ANY PART 
THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN 
SECTION 1.C. ABOVE.

3.  Protection and Security.
The End-User agrees to use its best efforts and to take all 
reasonable steps to safeguard the Software to ensure that no 
unauthorized person shall have access thereto and that no 
unauthorized copy, publication, disclosure or distribution in 
whole or in part, in any form, shall be made.  The End-User 
acknowledges that the Software contains valuable 
confidential information and trade secrets and that 
unauthorized use and/or copying are harmful to Licensor.

4.  Termination.
This License is effective until terminated.  This License will 
terminate immediately without notice from Licensor if the 
End User fails to comply with any of its provisions.  Upon 
termination the End User must destroy the Software and all 
copies thereof, and the End-User may terminate this License 
at any time by doing so.

5.  Export Law Assurances.
The End-User agrees that the Software is to be used only in 
the United States and the Software will not be transferred or 
exported, directly or indirectly, outside the U.S.

6.  Limited Warranty.
Licensor warrants that, for ninety (90) days from the date of 
initial use by the original End User, the Software shall 
operate substantially in accordance with the published 
functional specifications current at the time of shipment.  If, 
during the warranty period, a defect appears, End User shall 
return the Software to Licensor and Licensor's only 
obligation shall be, at Licensor's election, to replace the 
defective Software or refund the purchase price.  The End-
User agrees that the foregoing constitutes the End-User's 
sole and exclusive remedy for breach by Licensor under any 
warranties made under this Agreement.  This warranty does 
not cover any Software that has been altered or changed in 
any way by anyone other than Licensor.  Licensor is not 
responsible for problems associated with or caused by 
incompatible operating systems or equipment, or for 
problems in the interaction of the Software with software 
not furnished by Licensor.

No oral or written information or advice given by Licensor 
or its dealers, distributors, employees or agents shall in any 
way extend, modify or add to the foregoing warranty.

THE WARRANTY AND REMEDY PROVIDED ABOVE 
ARE EXCLUSIVE AND IN LIEU OF ALL OTHER 
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 
BUT NOT LIMITED TO THE IMPLIED WARRANTIES 
OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE.  THE END-USER ASSUMES 
ALL RISK AS TO THE SUITABILITY, QUALITY, AND 
PERFORMANCE OF THE SOFTWARE.  IN NO EVENT 
WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, 
EMPLOYEES OR AFFILIATES, BE LIABLE TO THE 
END-USER FOR ANY CONSEQUENTIAL, 
INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY 
DAMAGES (INCLUDING DAMAGES FOR LOSS OF 
BUSINESS PROFITS, BUSINESS INTERRUPTION, 
LOSS OF DATA OR BUSINESS INFORMATION, AND 
THE LIKE) ARISING OUT OF THE USE OF OR 
INABILITY TO USE THE SOFTWARE OR 
ACCOMPANYING WRITTEN MATERIALS, EVEN IF 
LICENSOR HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S LIABILITY TO THE END-USER (IF 
ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY 
CAUSE WHATSOEVER, AND REGARDLESS OF THE 
FORM OF THE ACTION, WILL BE LIMITED TO, AND 
IN NO EVENT SHALL EXCEED, THE AMOUNT 
ORIGINALLY PAID TO LICENSOR FOR THE 
LICENSE OF THE SOFTWARE.

7.  Enhancements.
From time to time Licensor may, in its sole discretion, 
advise the End-User of updates, upgrades, enhancements or 
improvements to the Software and/or new releases of the 
Software (collectively, "Enhancements"), and may license 
the End-User to use such Enhancements upon payment of 
prices as may be established by Licensor from time to time.  
All such Enhancements to the Software provided to the 
End-User shall also be governed by the terms of this 
License.  IN ORDER FOR THE END-USER TO BE 
ASSURED THAT IT WILL BE ADVISED OF AND 
LICENSED TO USE ANY ENHANCEMENTS TO THE 
SOFTWARE, THE END-USER MUST COMPLETE, 
SIGN AND RETURN TO LICENSOR THE ATTACHED 
END-USER REGISTRATION CARD.

8.  General.
This License will be governed by and construed in 
accordance with the laws of the New York, and shall inure 
to the benefit of Licensor and End-User and their 
successors, assigns and legal representatives.  If any 
provision of this License is held by a court of competent 
jurisdiction to be invalid or unenforceable to any extent 
under applicable law, that provision will be enforced to the 
maximum extent permissible, and the remaining provisions 
of this License will remain in full force and effect.  Any 
notices or other communications to be sent to Licensor 
must be mailed first class, postage prepaid, to the following 
address: XorByte Software Solutions, 
         137 EMory Road,
	 Mineola, NY 11501.

This Agreement constitutes the entire agreement between 
the parties with respect to the subject matter hereof, and all 
prior proposals, agreements, representations, statements and 
undertakings are hereby expressly cancelled and superseded.  
This Agreement may not be changed or amended except by 
a written instrument executed by a duly authorized officer 
of Licensor.

9.  Acknowledgment.
BY INSTALLING THIS PROGRAM, THE END-USER ACKNOWLEDGES THAT IT 
HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND 
BY ITS TERMS AND CONDITIONS.  Should you have any questions concerning this 
License, contact Licensor at the address set forth above.
