END USER SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THIS AGREEMENT BEFORE YOU INSTALL THIS SOFTWARE. 
BY INSTALLING AND USING THE SOFTWARE, YOU ARE AGREEING TO BE 
BOUND BY THE FOLLOWING TERMS AND CONDITIONS.  IF YOU DO NOT 
AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE
SOFTWARE.

This software is owned by Efficient Networks, Inc., 983 University Ave.,
Los Gatos, California ("ENI").  Subject to ENI or your Internet service 
provider ("Service Provider") having provided this software to you, you 
may use this software, including any documentation, error corrections and
updates for the software (collectively referred to hereafter as the 
"Software") under the following terms and conditions.

1. Limited Rights to Use the Software

ENI grants to you a non-exclusive, non-transferable license to:

(a) install and use the Software on a single personal computer in machine-
readable form for the sole purpose of accessing the services provided by 
your Service Provider;

(b) install the Software on another personal computer if necessitated by a
failure of the first personal computer, so long as the Software is not 
used on more than a single personal computer; and

(c) maintain one backup copy of the Software for archival and recovery
purposes.

2. No Other Use of Software Permitted

The foregoing license grants sets forth your entire rights with respect to
the Software.  The Software contains copyrighted material, trade secrets 
and proprietary information owned by ENI or its suppliers. Therefore, you
may not de-compile, reverse engineer, disassemble, modify or reduce the 
Software to humanly readable form. You may not rent, lease, loan, sub-
license or distribute copies of the Software. You may not create derivative
software based upon the Software. You may not electronically transfer the
Software over a network or telephone circuit other than to use the Software
for the purposes for which it is intended. You may use the Software only on
computer systems owned or leased by you. You may not remove or alter any
trademark, trade name, copyright, or other proprietary notices, legends, 
symbols or labels appearing on or in copies of the Software delivered to 
you hereunder.

3. Term and Termination of This Agreement and Your Rights

If this Software has been provided to you for evaluation purposes, this
agreement and your rights to use the software automatically terminate
thirty (30) days after you receive the Software.  Otherwise, this
agreement and your rights under it will remain in effect indefinitely
unless terminated as follows: This License will terminate automatically,
without notice, if you fail to comply with any provision of this
Agreement. In the event that this License requires a payment to be made
by you to your Service Provider, this License will terminate upon notice
from your Service Provider if payment for the Software has not been made.
Upon termination of this agreement for either of the foregoing reasons, 
you must stop using the Software, erase or destroy all copies of the 
Software, and destroy all printed information provided with or copied from
the Software.

4. No Warranty for Software

THE SOFTWARE IS PROVIDED "AS IS." ENI EXPRESSLY DISCLAIMS AND 
NEGATES ALL WARRANTIES FOR THE SOFTWARE, WHETHER EXPRESSED, 
IMPLIED, STATUTORY OR OTHERWISE, AND ENI SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR
OTHER VIOLATION OF THIRD PARTY RIGHTS.  ENI DOES NOT WARRANT THAT
THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION
OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

5. Title to Software

You acknowledge and agree that all right, title and interest in and to the
Software, including all intellectual property rights therein, shall remain
the property of ENI or its suppliers, subject only to the limited license
to use Software granted to you in this agreement. This agreement is not a
sale and does not transfer to you any title or ownership in or to the 
Software or any patent, copyright, trade secret, trade name, trademark or
other proprietary or intellectual property rights related thereto.

6. Limitation of ENI Liability

ENI IS NOT BE LIABLE FOR ANY DAMAGES, AND IN PARTICULAR IS NOT 
LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR 
OTHER SIMILAR DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ENI HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUCH DAMAGES 
INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR 
BUSINESS INFORMATION.  IN NO EVENT WILL THE AGGREGATE LIABILITY
OF ENI, ITS SUPPLIERS OR YOUR SERVICE PROVIDER UNDER THIS 
AGREEMENT EXCEED THE GREATER OF THE FEES PAID BY YOU FOR THIS
SOFTWARE OR TWENTY FIVE DOLLARS.

8. Additional Terms and Conditions

This agreement is the entire understanding between the parties regarding
the subject matter hereof, and it supersedes and terminates any other
representations, promises, communications, agreements or understandings
between the parties with regard to the subject matter hereof. If a court
of competent jurisdiction finds any provision of this agreement
unenforceable, all other provisions shall remain in full force and effect
and the unenforceable provision will be replaced with an enforceable 
provision that most nearly achieves the intent and economic effect of the
unenforceable provision. This agreement may only be amended by  a written
document signed by the parties. This agreement is specific to you, and you
may not assign, transfer or delegate this agreement or any right hereunder
without the prior written consent of ENI.  Any assignment or transfer in
contravention of this restriction shall be null and void.  This Agreement
will be binding upon and will inure to the benefit of the parties hereto 
and their heirs, legal representatives, successors and permitted assigns. 
A failure or delay in exercising any right hereunder will not be considered
a waiver thereof unless expressly waived in writing and signed by the 
waiving party. No single waiver will be considered a continuing or 
subsequent waiver. Neither party will represent that it has any authority
to assume or create any obligation, express or implied, on behalf of the
other party. You agree that in the event of a breach, or alleged breach, 
of Sections 1 or 2, ENI will be entitled to seek and obtain injunctive 
relief and any other applicable equitable relief, in addition to any and
all other remedies available to ENI under this agreement and at law. This
agreement shall be governed by and construed under the laws of the State
of California and the federal laws of the United States applicable 
therein, except for that body of law dealing with conflicts of law.  The
United Nations Convention on Contracts for the International Sale of Goods
will not apply.

9.  Acceptance

BY CLICKING ON THE "YES" BUTTON BELOW, YOU ARE INDICATING THAT 
YOU ARE OF LEGAL AGE AND HAVE READ, UNDERSTOOD AND AGREED TO BE
BOUND BY THE ABOVE TERMS AND CONDITIONS.

rcf1932.doc 12-OCT-00

