LICENSE AGREEMENT:

   You should carefully read the following terms and conditions before
using this software.

   For information on distributing the Shareware evaluation version of
Ultimate Encoder see the section titled Shareware License.

1. EVALUATION AND REGISTRATION:

   This is not free software.  You are hereby licensed to use this
software for evaluation purposes without charge for a period of 30 days.
If you use this software after the 30 day evaluation period a
registration fee of $69 is required.  Payments must be in US dollars
drawn on a US bank, the payment method is Money Order, for more
information e-mail us! When payment is received you will be sent
a registered copy of the latest version of Ultimate Encoder.

   Unregistered use of Ultimate Encoder after the 30-day evaluation period is in
violation of Romanian, U.S. and international Copyright laws and will be
prosecuted to the maximum extent possible under the law!

2. DISTRIBUTION

   Provided that you verify that you are distributing the Shareware
Version (select Help from the Ultimate Encoder Dialog bar or About to check) you
are hereby licensed to make as many copies of the Shareware version
of this software and documentation as you wish; give exact copies of
the original Shareware version to anyone; and distribute the Shareware
version of the software and documentation in its unmodified form via
electronic means.  There is no charge for any of the above.
   You are specifically prohibited from charging, or requesting donations,
for any such copies, however made; and from distributing the software
and/or documentation with other products (commercial or otherwise) without
prior written permission, with one exception:  Disk Vendors approved by
the Association of Shareware Professionals are permitted to redistribute
Ultimate Encoder, subject to the conditions in this license, without specific
written permission.


3. REGISTERED VERSION:

   One registered copy of Ultimate Encoder may either be used by many persons
but only one installed copy at a time!
   You may access the registered version of Ultimate Encoder through a network,
provided that you have obtained individual licenses for the software
covering all workstations that will access the software through the
network.  For instance, if 8 different workstations will access
Ultimate Encoder on the network, each workstation must have its own Ultimate Encoder
license, regardless of whether they use Ultimate Encoder at different times
or concurrently.

4. DISCLAIMER OF WARRANTY

   THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND
WITHOUT WARRANTIES AS TO PERFORMANCE OF MERCHANTABILITY OR ANY OTHER
WARRANTIES WHETHER EXPRESSED OR IMPLIED. Because of the various hardware
and software environments into which Ultimate Encoder may be put, NO WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.

   Good data processing procedure dictates that any program be thoroughly
tested with non-critical data before relying on it.  The user must
assume the entire risk of using the program.  ANY LIABILITY OF THE
SELLER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND
OF PURCHASE PRICE.


   E-Mail:    uencoder@us.dnttm.ro
   Phone/FAX: +40-(0)-56-219577

   Copyright (C)1999 by Ultimate Systems, Inc. All Rights Reserved.