MGI Software Corp. Software License Agreement

This legal document is an agreement between you, the end user, and
MGI Software Corp. BY OPENING THIS SEALED PACKAGE, YOU ARE AGREEING
TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, which includes the
SOFTWARE LICENSE, LIMITED WARRANTY and ACKNOWLEDGMENT. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE UNOPENED DISK
PACKAGE AND THE ACCOMPANYING ITEMS (including written materials and
binders or other containers) TO THE PLACE YOU OBTAINED THEM FOR A FULL
REFUND. No refunds will be given for products which have the diskette
seals broken or missing components.

GRANT OF LICENSE. MGI grants to you the right to use one copy of the
enclosed MGI Software Corp., program (the "SOFTWARE") on a single
terminal connected to a single computer (i.e.; with a single CPU). You
may not network the SOFTWARE or otherwise use it on more than one
computer or computer terminal at the same time.

COPYRIGHT. The SOFTWARE is owned by MGI or its suppliers, and is
protected by Canadian and USA copyright laws and international treaty
provisions. Therefore, you must treat the SOFTWARE like any other
copyrighted material (i.e.; a book or musical recording) except that
you may either (a) make one copy of the SOFTWARE solely for backup or
archival purposes, or (b) transfer the SOFTWARE to a single hard disk
provided you keep the original solely for backup or archival purposes.
You may not copy the written materials accompanying the software.

NON PERMITTED USES: Without the express permission of MGI Software
Corp., you may not:

1. Use the software in a computer service business including rental,
networking or time sharing software, nor may you use it for multiple
users, or multiple computer system applications in the absence of
individual network licenses with MGI Software Corp.

2. Use, Copy or modify, alter or transfer, electronically or otherwise,
the software or documentation except as expressly allowed in this
agreement.

3. Translate, reverse engineer, de-assemble, de-compile or create
derivative works based on the written materials.

4. Sub-license or lease this program or its documentation.

UPDATE POLICY: MGI may create, from time to time, update versions of
the SOFTWARE. At its option, MGI will make such updates available to
the LICENSEE who has paid the update fee and returned their Product
Registration card to MGI.

GOVERNING LAW. This LICENSE Agreement shall be governed by the laws of
the Province of Ontario, Canada, and shall inure to the benefit of
MGI, it's successors, administrators, heirs and assigns. A venue of
any trial shall be in Toronto, Ontario.

LIMITED WARRANTY: This software and accompanying written materials are
provided "as is" without warranty of any kind. THE ENTIRE RISK AS TO
THE RESULTS AND PERFORMANCE OF THIS SOFTWARE IS ASSUMED BY YOU. SHOULD
THE SOFTWARE PROVE DEFECTIVE IN USE, YOU (AND NOT MGI OR ITS AGENTS)
ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION
OF DATA. FURTHER, MGI DOES NOT WARRANT, GUARANTEE OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE
SOFTWARE, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS,
OR OTHERWISE, AND YOU RELY ON THE SOFTWARE AND RESULTS AT YOUR OWN
RISK.

MGI warrants to the original licensee that the disk(s) on which the
SOFTWARE is recorded is free from defects in materials and workmanship
under normal use and service for a period of ninety (90) days from the
date of delivery as evidenced by a copy of your receipt. MGI's entire
liability and your exclusive remedy shall be at MGI's option,
replacement of the disk which shall be returned to MGI with a copy of
your receipt. If failure of the disk has resulted from accident, abuse
or misapplication of the product, then MGI shall have no
responsibility to replace the product under this warranty. THE ABOVE IS
THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, THAT IS MADE BY MGI ON THIS MGI
PRODUCT. IN NO EVENT SHALL MGI OR ITS SUPPLIERS, NOR ANYONE ELSE WHO
HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS
PRODUCT, BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE, THE
RESULTS OF USE, OR INABILITY TO USE SUCH PRODUCT, EVEN IF MGI HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACKNOWLEDGMENT: You acknowledge that you have read this LICENSE and
Limited Warranty, understand them, and agree to be bound by their terms
and conditions. You also agree that the LICENSE and Limited Warranty
are the complete and exclusive statement between the parties and
supersedes all other communications between the parties relating to the
subject matter of the LICENSE or the Limited Warranty.