END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") 
CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE. THIS IS A LEGAL AGREEMENT 
BETWEEN YOU AND NETWORK TELESYSTEMS (NTS).  IT CONTAINS LIMITATIONS ON 
WARRANTIES AND LIABILITY. BY INSTALLING OR USING THIS SOFTWARE, YOU ARE 
AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS SET OUT HEREIN.  IF YOU 
DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THIS SOFTWARE. 

1. LICENSE GRANT.  NTS grants to you a non-exclusive, non-transferable license 
(the "License") to use the accompanying software and documentation provided to 
you in electronic form (collectively the "Software") on the following terms: 

a) to install and use the Software on a single personal computer in 
machine-readable form for the sole purpose of accessing the Services provided 
by NTS; 

b) to reinstall the Software to another personal computer if necessitated by a 
failure of the first personal computer so long as the Software does not 
concurrently reside on more than a single personal computer at one time; and 

c) to make a one backup copy of the Software as required for archival and 
recovery purposes. 

In the event that NTS or its suppliers provide you with any error corrections, 
updates or upgrades to the Software, such error corrections, updates or 
upgrades shall be considered part of the Software for the purposes of this 
License, except as may be otherwise indicated by NTS or its suppliers. 

2. RESTRICTIONS ON USE.  The Software contains copyrighted material and, in 
its human readable form, trade secrets and proprietary information owned by or 
licensed to NTS and/or its suppliers. You may not de-compile, reverse 
engineer, disassemble or otherwise reduce the Software to a human readable 
form. You may not modify, rent, lease, loan, sub-license or distribute copies 
of the Software. You may not create derivative software based upon the 
Software or any trade secret or proprietary information of NTS or its 
supplier. You may not electronically transfer the Software over a network or 
telephone circuit other than for the purposes for which the Software is 
intended. You may use the Software only on computer systems owned or leased by 
you. You and your employees and/or agents shall 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. TERMINATION.  This License shall remain in full force and effect unless and 
until terminated. 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 NTS, this License shall 
terminate upon NTS's written notice if payment for the Software licensed 
hereunder is not received by NTS when due. Upon termination, 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. LIMITED WARRANTY 

a) Limited Product Warranty.  NTS warrants only to you that, for a period of 
ninety (90) days from the date of the initial delivery of the Software to you 
hereunder, the Software (in its unmodified form as delivered by NTS) shall 
substantially conform with the applicable documentation. NTS does not warrant 
that the use of the Software will be uninterrupted or error free, or that all 
errors or failures will be corrected. 

b) Exclusive Remedy.  NTS's sole obligation and your sole and exclusive remedy 
for any breach of the above warranty shall be for NTS, at NTS's sole 
discretion: (i) to use commercially reasonable efforts to make modifications 
and error corrections to bring the Software into conformity with NTS's limited 
warranty set out above, provided that NTS shall have no obligation to correct 
all errors in the Software; or (ii) to terminate the License and refund all 
fees (if any) paid for the Software. 

c) DISCLAIMER.  EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, TO THE 
EXTENT PERMITTED BY APPLICABLE LAW, NTS DISCLAIMS AND EXCLUDES ALL OTHER 
WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING 
BUT NOT LIMITED TO, ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND 
FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN 
LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 

5. INTELLECTUAL PROPERTY.  You acknowledge that the License grant herein is 
not a sale of NTS's or its suppliers' intellectual property contained in the 
Software and you acknowledge that NTS and/or its suppliers own all rights, 
title and interest in the Software. 

6. LIMITATION OF LIABILITY.  IN NO EVENT WILL NTS OR ITS SUPPLIERS BE LIABLE 
FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES 
(INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) ARISING OUT OF YOUR USE OR 
INABILITY TO USE THE SOFTWARE OR PRINTED INFORMATION CONTAINED HEREIN, HOWEVER 
CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF NTS OR ITS SUPPLIER KNOWS OR 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THIS LIMITATION INCLUDES ANY 
LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. THIS 
LIMITATION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A 
BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH. IN NO 
EVENT WILL THE AGGREGATE LIABILITY OF NTS AND ITS SUPPLIERS UNDER THIS 
AGREEMENT EXCEED THE GREATER OF: (I) THE FEES PAID TO NTS FOR THE SOFTWARE 
LICENSED UNDER THIS AGREEMENT; OR (II) $25. 

7. EXPORT LAW ASSURANCES.  None of the Software or underlying information or 
technology, printed or verbal, may be downloaded or otherwise exported or 
re-exported outside of the United States except as permitted by the laws and 
regulations of the United States. 

8. GENERAL.  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 in writing, 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 NTS.  Any assignment or transfer in contravention of this 
restriction shall be null and void.  NTS may assign its rights and obligations 
under this Agreement to any affiliated entity without your prior written 
consent.  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 and/or 2, NTS or its suppliers shall be entitled to seek and obtain 
injunctive relief and any other applicable equitable relief, in addition to 
any and all other remedies available to NTS or its suppliers 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. 

BY INSTALLING THIS SOFTWARE, YOU ARE INDICATING THAT YOU ARE OF LEGAL AGE AND 
HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF 
THE AGREEMENT PRESENTED ABOVE. 
