SOFTWARE LICENSE AGREEMENT AND LIMITED WARRANTY

                            JP Software Inc.
                             P.O. Box 328
                       Chestertown, MD 21620, USA

                             (410) 810-8818
                           fax (410) 810-0026
                         Email sales@jpsoft.com
                       Web http://www.jpsoft.com/



In this agreement:

   "Software" means the JP Software product(s), consisting of either a
   single program or one or more programs distributed together as a unit;

   "we" or "us" means JP Software Inc., a corporation based in
   Arlington, Mass., USA;

   "you" means the end user of the Software; and

   "Computer" means a computer keyboard, terminal, or other primary
   input device used by a single user.

(1) Legal Agreement.  This legal agreement allows you to use the
Software under the terms and conditions below.

(2) Ownership.  We or our licensors own the Software under copyright,
trade secret and all other laws that may apply.  All JP Software product
names, designs, and logos are trademarks of JP Software Inc.

(3) Use of Individual Copies.  You may install this software on any
number of computers.

(4) Copying and Distribution.  You may copy the Software files as
necessary for normal backup purposes.  In addition, you may give this 
Software includes the file TRIAL.TXT, and you strictly follow the terms
described in that file, you may give the trial version of the Software
to individual friends and colleagues you know personally, without your
serial number or registration codes.  You may not make, sell, or give to
others, any other whole or partial copy of the Software, without our
advance written permission.

(5) DISCLAIMERS, LIMITATIONS, and RESTRICTED RIGHTS.

>> DISCLAIMER.  We disclaim any and all warranties, express or implied,
   including any implied warranties of merchantability or fitness for a
   particular purpose.  You assume full responsibility for the selection
   and use of the Software to achieve your intended results, and
   acknowledge that if you use it improperly or against our instructions
   you can cause damage to your files, software and data.
   
>> HIGH RISK ACTIVITIES.  The Software is not fault-tolerant and is not
   designed, manufactured or intended for use as on-line control
   equipment in hazardous environments requiring fail-safe performance,
   such as in the operation of nuclear facilities, aircraft navigation
   or communication systems, air traffic control, direct life support
   machines, or weapons systems, in which the failure of the Software
   could lead directly to death, personal injury, or severe physical or
   environmental damage ("High Risk Activities").  JPS specifically
   disclaims any express or implied warranty of fitness for High Risk
   Activities for the Software or any portion thereof.
   
>> LIMITATION OF LIABILITY.  In no event shall we be liable for any
   incidental, consequential, or punitive damages whatsoever arising out
   of use of the Software or your relationship with us.  Some
   jurisdictions do not allow exclusion or limitation of liability for
   incidental or consequential damages, therefore the above limitation
   may not apply to you.