LICENSE AGREEMENT AND LIMITED WARRANTY

By using this Product, you indicate your acceptance of the terms of this legal 
agreement between you (the end user) and Haywood & Sullivan ("H&S").  The 
Product is provided to you upon the condition that you agree to the terms of this 
Agreement.  If you do not agree to the terms of this Agreement and do not want 
your act of using this Product to indicate your acceptance of the terms of this 
Agreement, promptly return the entire Product, including the disc(s) together 
with all accompanying items to your dealer for a full refund.

The enclosed files(s) contain both Software and Materials.  The term "Materials" 
includes, but is not limited to, data, text, visual, audio, and audiovisual 
material.  The Software and Materials in the Product are owned by H&S or by 
other parties ("Suppliers") who have provided Software and/or Materials to H&S 
under license.  The Product is protected by U.S. and international copyright 
laws and treaties.

H&S grants you the non-exclusive right to use one copy of the Product for personal 
use only under the terms set forth herein.  Unauthorized use, copying or transfer 
of any or all of the Product is punishable by both civil and criminal penalties.
All rights not expressly granted are reserved by H&S or its Suppliers.  Nothing 
in this Agreement constitutes a waiver of the rights of H&S or its Suppliers under 
the United States Copyright Act or any other federal or state law.  The rights 
granted under this Agreement are non-transferable, except as provided below.

You May:
_	Install and use the Software on any compatible computer, provided you use the 
    Software by only one user and on only one computer at a time and not as part 
    of transmission on a computer network.
_	Copy certain Material from the disc(s) to one or more hard disks, but only 
    under control of the Software and only for the purpose of locating Material 
    contained on the disc(s).
_	Create a single copy of the Product or portions thereof for backup or archival 
    purposes only. 
_	Transfer the complete Product on a permanent basis, provided that you retain 
    no copies and the recipient agrees in writing to the terms of this Agreement.  
    Such transfer of possession terminates your license from H&S. 

You Shall Not:
-	Use, copy or transfer copies of the Product, or any portion thereof, except 
    as specifically provided in this License Agreement.
_	Make the Product or any portion thereof accessible to others via network or 
    other multi-user arrangement, the Internet, or via an electronic bulletin 
    board system or other remote access arrangement.
_	Reproduce, publish, sell, distribute or otherwise use any portion of the 
    Product, including but not limited to any Material, in a manner that infringes 
    any copyright or other proprietary interest of H&S or any of its suppliers.
_	Rent, lease, license or otherwise transfer the Product or any portion thereof 
    without the express written consent of H&S, except that you may transfer the 
    complete Product on a permanent basis as provided above.
_	Reverse engineer, decompile, disassemble, modify, alter or adapt the Product. 
_	Sublicense the Product or any portion thereof, to another party, or create 
    derivative versions of the Product.

Limited Warranty
H&S warrants, to the original licensee only, that the media upon which the Product 
is recorded shall be free from defects in material and workmanship under normal 
use and service for a period of ninety (90) days from the date of purchase of the 
original license.  

Exclusive Remedy
H&S' entire liability for a breach of the Limited Warranty set forth above or 
otherwise, and your exclusive remedy shall be, at H&S' option, either (a) the 
repair or replacement of the Product that does not conform to H&S' Limited 
Warranty and which is returned to H&S with a copy of your receipt; or (b) a 
refund of the price, if any, you paid for the Product and associated materials as 
substantiated with proof of purchase.  To make a warranty claim, please return 
the ENTIRE PRODUCT together with your proof of purchase to your dealer or H&S 
during the warranty period.  The Limited Warranty above is void if the failure 
of the media upon which the Product is recorded has resulted from accident, 
abuse, or misapplication not caused by H&S.  


No Other Warranties
WITH RESPECT TO THE PRODUCT AND ITS OPERATIONS, MEDIA AND THE ACCOMPANYING 
WRITTEN MATERIALS, H&S AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, OTHER THAN 
THE ABOVE "LIMITED WARRANTY" BY H&S, EITHER EXPRESS OR IMPLIED, INCLUDING BUT 
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE.  H&S DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR 
REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR 
ERROR-FREE.  NO H&S DEALER, DISTRIBUTOR, AGENT, OR EMPLOYEE IS AUTHORIZED TO 
MAKE ANY MODIFICATION OR ADDITION TO THIS WARRANTY.  THE LIMITED WARRANTY GIVES 
YOU SPECIFIC LEGAL RIGHTS, YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE.
You acknowledge and agree that the Product is not a "consumer good" as defined 
by the Uniform Commercial Code, and that this Agreement and your use of the 
Product shall not be governed by, or subject to, either the Uniform Commercial 
Code (UCC) or any State's adaptation thereof, or the United Nations Convention 
on the International Sale of Goods (UNCISG).

Limitations on Damages
IN NO EVENT SHALL H&S BE LIABLE TO FOR INCIDENTAL, SPECIAL, RELIANCE, INDIRECT, 
FORESEEABLE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE LOSS 
OF PROFIT OR DAMAGES STEMMING FROM INACCURATE MATERIALS OR LOSS OF MATERIALS, 
EVEN IF H&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT 
WILL H&S' LIABILITY FOR ANY REASON EXCEED THE AMOUNT OF THE LICENSE FEE.

THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, 
ORAL OR WRITTEN, EXPRESS OR IMPLIED.  NO H&S DEALER, DISTRIBUTOR, AGENT OR 
EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THIS WARRANTY.
Some states do not allow the exclusion or limitation of liability for incidental 
or consequential damages, so the above limitation or exclusion may not apply to 
you.

U.S. Government Restricted Rights
Use, duplication, or disclosure by the U.S. Government is subject to restrictions 
set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted 
Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of 
the Rights in Technical Materials and Computer Software clause at DFARS 
252.227-7013, and in similar clauses in the NASA FAR Supplement.  The Contractor/
manufacturer is Haywood & Sullivan, Inc., 1354 Hancock Street, Suite 306, Quincy, 
Massachusetts 02169. 

Exports
No part of the Product may be exported outside the United States, except as 
specifically authorized in writing by H&S and as authorized and permitted by the 
laws and regulations of the United States.  If the Product was obtained outside 
of the United States, no part of the Product may be re-exported outside the 
United States, except as authorized and permitted by the laws and regulations of 
the United States and regulations of the jurisdiction in which you obtained the 
Product.  

Controlling Law and Severability
This Agreement is governed by and construed in accordance with the laws and in 
the State and Federal Courts of the United States of America and the 
Commonwealth of Massachusetts, as applied to agreements entered into and to be 
performed entirely within Massachusetts between Massachusetts residents.  You 
waive any objections to the personal jurisdiction and venue of such Courts.
If, for any reason, a court of competent jurisdiction finds any provision of 
this License, or portion thereof, to be unenforceable, that provision of the 
License shall be enforced to the maximum extent permissible so as to effect 
the intent of the parties, and the remainder of this License shall continue in 
full force and effect.

Termination
This license and your right to use the Product automatically terminate if you 
breach any provision of this license.  Upon termination of this license, you 
must destroy the entire Product or return it to H&S and you must destroy or 
permanently erase all Materials and Software copies in your possession or 
control in other  media.