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                             APPENDIX C

                  LICENSE AND EVALUATION AGREEMENT


      READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
      BEFORE  USING  THE DOORWAY (TM) PROGRAM  DISKETTE,  THE  COMPUTER
      SOFTWARE  THEREIN,  AND THE ACCOMPANYING USER  DOCUMENTATION,  IF
      ANY,  (THE  "PROGRAM").  THIS LICENSE  AGREEMENT  REPRESENTS  THE
      ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND  MARSHALL
      DUDLEY  DBA  DOORWAY  (TM)  (REFERRED TO  AS  LICENSOR),  AND  IT
      SUPERSEDES  ANY PRIOR PROPOSAL, REPRESENTATION, OR  UNDERSTANDING
      BETWEEN THE PARTIES.  BY USING THE DOORWAY (TM) PROGRAM, YOU  ARE
      ACCEPTING  AND AGREEING TO THE TERMS OF THIS  LICENSE  AGREEMENT.
      IF  YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS  LICENSE
      AGREEMENT, YOU SHOULD NOT USE THE DOORWAY (TM) PROGRAMING.

                                 WITNESSETH:

           WHEREAS,  Marshall  Dudley, (hereinafter  "LICENSOR")  doing
      business  as DOORWAY (TM) has developed certain  programming  and
      software to be covered by the terms of this agreement, and

           WHEREAS,  the  Program embodies and reflects  certain  Trade
      Secrets and Copyrights of the LICENSOR, and

           WHEREAS,  you are interested in licensing computer  software
      and  documentation  having  the general  characteristics  of  the
      Program and therefore desire to evaluate the Program for possible
      registration; and

           WHEREAS, the LICENSOR has delivered a demonstration copy  of
      the Program to you, for the sole purpose of your conducting  such
      evaluation  under the terms, conditions and limitations  of  this
      Agreement;

      NOW, THEREFORE, in consideration of the premises hereof, and  the
      mutual promises and obligations herein, upon use of the  Program,
      you hereby agree to be bound as follows:

           (1)  LICENSE GRANT:  The LICENSOR hereby grants to you,  and
      you  accept  upon  first use, a non*exclusive right  to  use  the
      Doorway  (TM)  Program Diskette and computer  software  contained
      therein in object-code only form, and only as authorized by  this
      agreement.   This   Doorway   (TM)   Program   is   strictly    a
      non*registered,   demonstration  version.   This   non*registered
      version  may be freely distributed and uploaded to BBS's  subject
      to  the  herein proscribed time limitations.  From  the  date  of
      first  use by you of the Doorway (TM) Software Program,  you  can
      use  and  test  the program for a single  thirty  (30)  day  time
      period.   Thirty  (30) days after first use of the  program,  the
      program may not thereafter be used unless it has been  previously
      registered with the LICENSOR.

           (2)  Licensor's Rights:  You acknowledge and agree that  the
      Program   consists  of  proprietary,  unpublished   products   of
      LICENSOR,  protected  under U.S. copyright law and  trade  secret
      laws of general applicability.  You further acknowledge and agree
      that all right, title, and interest in and to the Program are and
      shall  remain  with LICENSOR.  This License  Agreement  does  not
      convey  to  you an interest in or to the  Program,  revocable  in
      accordance  with the terms of this License Agreement, but only  a
      limited right of use.

           (3)  Licensed "As Is" And Limitation Of Warranties:

                (a)  The Program and software subject to this Agreement
      are  licensed to you "AS IS" and the Licensor disclaims  any  and
      all warranties, whether disclaims any and all warranties, whether
      express  or  implied, including without  limitation  any  implied
      warranties  of  merchantability or of fitness  for  a  particular
      purpose.

                (b)   The Licensor and any of his associates shall  not
      be  liable  or responsible for any damages resulting  to  you  or
      others   from  your  use  of  the  Program.   You   assume   full
      responsibility for determining what use(s) the Program  serve(s),
      if  any,  and whether the Program meets your  requirements.   The
      LICENSOR  makes  no  representations  whatsoever  concerning  the
      performance,   acceptability  and/or  compatibility   with   your
      equipment  and operation of the Program provided.

           (4) Limitation Of Damages

      You  agree  that  with  respect  to  any  claims  of  any  nature
      whatsoever that you or any other party may have against  LICENSOR
      resulting  from  use  of  the Program,  that  LICENSOR  shall  be
      notified  in  writing by you of the claim within 30 days  of  the
      incident  or  occurrence  giving rise to the  claim,  mailed,  by
      certified letter to:

                            Marshall Dudley
                            406 Monitor Lane
                            Knoxville, TN  37922

      You  agree  that in no event shall LICENSOR be  liable  for  any
      indirect,   incidental,  consequential,  special,  or   exemplary
      damages or lost profits, even if LICENSOR has been advised of the
      possibility  of such damages.  You further agree that if for  any
      reason  the LICENSOR is found to be liable to you as a result  of
      your   use  of  the  program  and  software,  that   as   partial
      consideration  of  the LICENSOR granting you  this  license,  you
      agree that LICENSOR'S sole and exclusive cumulative liability  to
      you  or  others  shall  be no greater  than  the  amount  of  any
      registration  fee  paid  by you.  SOME STATES DO  NOT  ALLOW  THE
      LIMITATION   OR   EXCLUSION  OF  LIABILITY  FOR   INCIDENTAL   OR
      CONSEQUENTIAL  DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION  MAY
      NOT APPLY TO YOU.

           (5)  Proprietary Protection

                (a)   The  Program  is furnished to you  for  the  sole
      purpose of enabling you to determine whether to register  Program
      with  the  LICENSOR.  You shall use the Program solely  for  such
      purpose, and shall not, without the prior written approval of the
      LICENSOR,  either allow any third party to use, or yourself  use,
      the Program for any other purpose or for the benefit of any third
      party.

                (b)  This Agreement conveys to you only a limited right
      of use, fully revocable in accordance with the provisions of this
      Agreement.   Except for such right of use, you shall  not  assert
      any  right,  title,  or  interest in or to  the  Program  or  any
      pertinent documentation.

                (c)   The  LICENSOR hereby represents, and  you  hereby
      acknowledge,  that the program and software  contain  substantial
      Trade  Secrets  of  the LICENSOR; such Trade  Secrets  have  been
      entrusted to you for use only as expressly authorized under  this
      Agreement.   Under  no circumstances may you  decompile,  reverse
      engineer,  or  "unlock"  as the term is  generally  used  in  the
      industry, the program and software.

                (d)  LICENSOR claims and reserves to itself all  rights
      and   benefits  afforded  under  U.S.  copyright  law   and   all
      international  copyright  conventions  in  the  Program  and  any
      pertinent  documentation as restricted, unpublished works, or  as
      copyrighted material, as the case may be.

                (e)   You  shall devote your best  efforts,  consistent
      with  the practices and procedures under which you  protect  your
      own  most  valuable  proprietary information  and  materials,  to
      protect  the Program and any pertinent documentation against  any
      unauthorized or unlawful use or copying.

                (f)  You  shall make no hard copies of the Program, and
      may store in  memory  only  so much programming as authorized by
      the  terms  of this agreement.  Upon expiration of 30 days after
      your first  use of  the program and software, you shall
      permanently cease use  of the program and software, unless it has
      been registered pursuant to provisions of this agreement.

           (6)   Registration:  You agree that after using the  program
      and  software provided for thirty (30) days from first  use,  you
      will not use or test the program and software, unless it has been
      registered with the LICENSOR in one of the two following manners:

                (a)  You can register by  filling out  the order  blank
      included in this ZIP and send with $30.00 to:

                          Marshall Dudley
                          406 Monitor Lane
                          Knoxville, TN  37922

                 (b)   You can also register by calling Data World BBS,
      and  go into the DOORWAY registration door (DOOR 18)  which  will
      allow  you to register your software on*line in only a couple  of
      minutes.  You  will receive your registration  number  while  you
      wait.   Be  sure and have either your VISA, MASTERCARD,  or  AMEX
      card handy before entering the door.  Please note that the  $5.00
      off coupon is not valid when registering on*line, and that  using
      a  false  or  stolen credit card number to obtain  a  product  or
      service  may  be a crime. When you register, you will  receive  a
      Registration number for your copy of DOORWAY (TM).

                (c)    After  completing  registration  you   will   be
      registered  in  the  DOORS conference on  Data  World  BBS.   The
      registration  number  permits  you to make  your  demo*version  a
      fully*operational,  registered version.  You agree not to  defeat
      the  registration,  or  to distribute  a  registered  version  of
      DOORWAY  (TM) to anyone.  If you have any questions or  comments,
      feel free to contact the home board:

                    Data World BBS (615) 966-3574, 675-3282

                (d)  Registration of the Program shall be exclusive  to
      the person registering said program and software, and you may not
      transfer the registered program and software to or provide copies
      of  the  registered program and software to third  parties.   The
      registered   program  and  software  shall  be  subject  to   all
      provisions and conditions of this agreement.

                (e)   The specifications of this product and the  terms
      and  conditions of its registration are subject to change at  any
      time  upon the sole and exclusive discretion of LICENSOR  without
      prior or future notification to you.

           (7)   Trademark:   DOORWAY (TM) and  "Doorway  to  Unlimited
      Doors" (TM) are registered trademarks of the Licensor.  No right,
      or  interest  to such trademarks are granted hereunder,  and  you
      agree that no such right, license, or interest shall be  asserted
      by you with respect to such trademarks.

           (8)   Governing Law:  This Agreement shall be construed  and
      governed in accordance with the laws of the State of Tennessee.

           (9)  Ambiguity:  As partial consideration for this agreement
      and  use  of  the Program, you hereby agree  that  any  ambiguity
      contained in this agreement shall be construed most favorably  to
      the LICENSOR.

           (10)   Severability:   Should  any  term  of  this   License
      Agreement  be  declared  void or unenforceable by  any  court  of
      competent jurisdiction, such declaration shall have no effect  on
      the remaining terms hereof.

           (11)  No Waiver:  The failure of either party to enforce any
      rights  granted  hereunder or to take action  against  the  other
      party in the event of any breach hereunder shall not be deemed  a
      waiver  by that party as to subsequent enforcement of  rights  or
      subsequent actions in the event of future breaches.

           (12)  Venue and Jurisdiction:  You hereby agree by virtue of
      this  agreement that any and all actions brought by  you  against
      LICENSOR   shall   be  brought  before  a  Court   of   competent
      jurisdiction  in Knox County, Tennessee, and that as between  you
      and the LICENSOR, that this License Agreement shall be deemed  to
      have been entered into in Knox County, Tennessee.

           (13)   Acceptance:  You agree to all the  terms,  conditions
      and  limitations  of this agreement upon your first  use  of  the
      program and software covered hereby.

      THIS  PROGRAM  IS  THE CONFIDENTIAL AND  PROPRIETARY  PRODUCT  OF
      LICENSOR.  ANY UNAUTHORIZED USE, REPRODUCTION OR TRANSFER OF THIS
      PROGRAM  IS  STRICTLY  PROHIBITED.  COPYRIGHT  1989  BY  MARSHALL
      DUDLEY. SUBJECT TO LIMITED DISTRIBUTION AND RESTRICTED DISCLOSURE
      ONLY. ALL RIGHTS RESERVED.

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