BY CLICKING ON THE YES BUTTON
BELOW, YOU ARE CONSENTING TO
BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF
THE TERMS OF THIS AGREEMENT,
CLICK THE NO BUTTON AND
IMMEDIATELY RETURN THE UNUSED
PRODUCT WITH A COPY OF YOUR
RECEIPT TO BACKWEB
TECHNOLOGIES AT THE ADDRESS
SET FORTH BELOW FOR A FULL
REFUND OF MONIES PAID, IF ANY.

I GRANT 

BackWeb Technologies ("BackWeb") hereby grants
to the end user person or entity ("Licensee") a
non-exclusive license to use the accompanying
software product(s), in machine executable
object code form (the "Software") subject to
the terms and conditions set forth below.
LICENSEE MAY use the Software on any single
computer; use the Software on a second computer
so long as the primary user of each copy is the
same person and more than one copy is not
running simultaneously on a second computer;
and copy the Software for archival purposes,
provided any copy must contain all of the
original Software's proprietary notices.
LICENSEE MAY NOT permit other individuals to
use the Software except under the terms listed
above; modify, translate, reverse engineer,
decompile, disassemble (except to the extent
applicable laws specifically prohibit such
restriction), or create derivative works based
on the Software; copy the Software (except as
specified above); export, directly or
indirectly, the Software to any person or
entity outside the United States except as
provided in paragraph 6 below; rent, lease,
transfer or otherwise transfer rights to the
Software; or remove any proprietary notices or
labels on the Software.

II      LIMITED MEDIA WARRANTY

BackWeb warrants that, for a period of thirty
(30) days from the date of delivery to Licensee
as evidenced by a copy of Licensee's receipt,
the media, if any, on which the Software is
furnished shall be free from defects in
materials and workmanship under normal use.
THE SOLE RESPONSIBILITY AND
LIABILITY OF BACKWEB, AND
LICENSEE'S EXCLUSIVE REMEDY
UNDER THIS LIMITED WARRANTY
WILL BE REPLACEMENT OF THE
DEFECTIVE MEDIA.  DISCLAIMER
OF WARRANTIES.
Except for the express limited
media warranty stated above, Licensee expressly
acknowledges and agrees that use of the
Software is at Licensees sole risk.
THE SOFTWARE IS PROVIDED "AS IS"
AND WITHOUT WARRANTY OF ANY
KIND.  BACKWEB AND ITS
LICENSORS AND SUPPLIERS MAKE
NO WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE
IMPLIED WARRANTIES OR
CONDITIONS OF
MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND
NONINFRINGEMENT, REGARDING
THE SOFTWARE.  NEITHER
BACKWEB NOR ITS LICENSORS OR
SUPPLIERS WARRANT, GUARANTEE
OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE
RESULTS OF THE USE OF THE
SOFTWARE IN TERMS OF ITS
CORRECTNESS, ACCURACY,
RELIABILITY, OR CURRENTNESS
OR THAT THE OPERATION OF THE
SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE.
THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF
THE SOFTWARE IS ASSUMED BY
LICENSEE, INCLUDING WITHOUT
LIMITATION ANY RISK OF THE
INTRODUCTION OF COMPUTER
VIRUSES AND ANY RISK ARISING
OUT OF ANY CONTENT
TRANSMITTED OR RECEIVED IN
CONNECTION WITH THE USE OF
THE SOFTWARE.  THE EXCLUSION
OF IMPLIED WARRANTIES IS NOT
PERMITTED BY SOME STATES OR
OTHER JURISDICTIONS AND
THEREFORE THE ABOVE EXCLUSION
MAY NOT APPLY TO LICENSEE.
THIS WARRANTY GIVES LICENSEE
SPECIFIC RIGHTS AND LICENSEE
MAY ALSO HAVE OTHER RIGHTS
WHICH MAY VARY FROM STATE TO
STATE AND JURISDICTION TO
JURISDICTION.

III     LIMITATION OF LIABILITY

BackWeb's liability to Licensee or any third
party arising out of or related to this
Agreement however caused and on any theory of
liability, whether in contract, tort (including
negligence), or otherwise will not exceed the
fee, if any, paid by Licensee for the Software.
The Software is not specifically developed or
licensed for use in any nuclear, aviation, mass
transit, or medical application or any other
inherently dangerous applications. 
NEITHER BACKWEB NOR ITS
LICENSORS OR SUPPLIERS SHALL
BE LIABLE FOR ANY CLAIMS OR
DAMAGES ARISING FROM SUCH USE
OF THE SOFTWARE.  IN NO EVENT
WILL BACKWEB OR ITS LICENSORS
OR SUPPLIERS BE LIABLE TO
LICENSEE OR ANY THIRD PARTY
FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES
FOR COST OF OBTAINING
SUBSTITUTE GOODS, LOSS OF
BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF DATA
AND EQUIPMENT, AND OTHER SUCH
DAMAGE OR LOSS), HOWEVER
CAUSED (INCLUDING WITHOUT
LIMITATION ANY LOSS CAUSED BY
THE INTRODUCTION OF COMPUTER
VIRUSES OR CONTENT
TRANSMITTED OR RECEIVED IN
CONNECTION WITH THE USE OF
THE SOFTWARE) AND ON ANY
THEORY OF LIABILITY, WHETHER
BASED IN TORT (INCLUDING
NEGLIGENCE), CONTRACT, OR
OTHERWISE, EVEN IF BACKWEB,
OR ITS LICENSORS, SUPPLIERS
OR AUTHORIZED DEALERS HAVE
BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
LICENSEE ACKNOWLEDGES THAT
THE LICENSE FEE, IF ANY,
REFLECTS THIS ALLOCATION OF
RISK.  BECAUSE SOME STATES OR
OHTER JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY
NOT APPLY TO LICENSEE.

IV      TITLE

Title, ownership rights, and intellectual
property rights in and to the Software shall
remain in BackWeb and/or its licensors and
suppliers.  The Software is protected by the
copyright laws of the United States and
international copyright treaties. Title,
ownership rights, and intellectual property
rights in and to the content accessed through
the Software is the property of the applicable
content owner and may be protected by
applicable copyright or other law.  This
Agreement gives Licensee no rights to such
content.  Except as expressly provided herein,
all right, title and interest in and to the
Software remains with BackWeb and its licensors
and suppliers.

V       TERMINATION

The Agreement, including all of Licensee's
right to use the Software, will terminate
automatically and immediately if Licensee fails
to comply with the limitations described above.
Upon termination, Licensee must immediately
stop using the Software and Licensee must
return to BackWeb or destroy all copies of the
Software.

VI      EXPORT LAW ASSURANCES

Licensee agrees not to export the Software
outside of the United States except as
permitted by the laws and regulations of the
United States.  If Licensee has rightfully
obtained the Software outside of the United
Sates, Licensee agrees not to re-export the
Software except as permitted by the laws and
regulations of the United States and the laws
and regulations of the jurisdiction in which
Licensee obtained the Software.

VII     GOVERNMENT RESTRICTED RIGHTS LEGEND

If Licensee is acquiring the Software on behalf
of any part of the United States Government,
the following provisions apply.  The Software
and accompanying documentation are deemed to be
"commercial computer software" and "commercial
computer software documentation", respectively,
pursuant to DFAR Section 227.7202 and FAR
12.212(b), as applicable.  Any use,
modification, reproduction, release,
performance, display or disclosure of the
Software and/or the accompanying documentation
by the U.S. Government or any of its agencies
shall be governed solely by the terms of this
Agreement and shall be prohibited except to the
extent expressly permitted by the terms of this
Agreement.  

BackWeb Technologies
2077 Gateway Place,
Suite 500
San Jose, CA 95110

VIII    MISCELLANEOUS

This Agreement represents the complete
agreement between Licensee and BackWeb
concerning the subject matter hereof and
supersedes all prior agreements and
representations between them.  It may be
amended only by a writing executed by both
parties.  THE ACCEPTANCE OF ANY PURCHASE ORDER
PLACED BY LICENSEE IS EXPRESSLY MADE
CONDITIONAL ON LICENSEE'S ASSENT TO THE TERMS
SET FORTH HEREIN, AND NOT THOSE CONTAINED IN
LICENSEE'S PURCHASE ORDER.  If any provision of
this Agreement is held to be unenforceable for
any reason, such provision shall be reformed
only to the extent necessary to make it
enforceable.  This Agreement cannot be amended,
modified, or waived, unless the change is
written and signed by an authorized BackWeb
representative.  This Agreement is governed by
the laws of the State of California, without
reference to its conflict of law principles.
Should Licensee have any questions concerning
this Agreement, please contact in writing: 

BackWeb Technologies
2077 Gateway Place,
Suite 500
San Jose, CA 95110