PowerQuest(R) ServerMagic(R) License Agreement

IMPORTANT: Read this before using your copy of PowerQuest
software.

This document is a legal agreement between you (an individual or
business), the Licensee and PowerQuest Corporation.  Use of the
enclosed software indicates your acceptance of these terms.  As
used in this License Agreement, the term "Software" means the
software included on the CD or disk media provided with this
License Agreement.  The term "Software" does not include any
software that is covered by a separate license offered or granted
by a person other than PowerQuest Corporation.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, EITHER DESTROY
OR RETURN, INTACT, THE SOFTWARE PACKAGE, CONTAINING THE CD OR DISK
MEDIA, TOGETHER WITH THE OTHER COMPONENTS OF THE PRODUCT TO THE
PLACE OF PURCHASE FOR A REFUND OF THE PURCHASE PRICE.

1. PROPRIETARY RIGHTS.  The Software and any accompanying
documentation are the proprietary products of PowerQuest
Corporation (PowerQuest) or its licensors and are protected under
national laws and international treaty provisions.  Ownership of
the Software and all copies, modifications, translations, and
merged portions thereof shall at all times remain with PowerQuest
or its licensors.

2. GRANT OF LICENSE.  The Software and accompanying documentation
are being licensed to you, which means you have the right to use
the Software only in accordance with this License Agreement.  The
Software is considered in use on a computer when it is loaded into
temporary memory or installed into permanent memory.

PERSONAL LICENSE.  This license is personal to you.  You may not
sublicense, lease, sell, or otherwise transfer the Software or any
of the accompanying documentation to any other person.  You may
use the Software only for your own personal use if you are an
individual, or for your own internal business purposes if you are
a business.  If you are a service bureau, integrator, value added
reseller, or other type of service provider and wish to use this
software on your clients' computers, you must use one of the
ServerMagic VAR License Certificates.  For more information on
ServerMagic VAR Licenses, call PowerQuest's sales office at 801-
437-8900 or 1-800-379-2566.

SERVER-SPECIFIC LICENSE.  Each permitted copy of the Software may
be used only in connection with one network server owned or leased
by you.  Once a copy of the Software has been used on a server, it
may not be used on any other server.  If the Software is made
available on a network, it may be accessed only by ONE specific
computer.  Once the Software has been accessed by ONE specific
computer it may not be used on any additional computers without
purchasing additional licenses.

NUMBER OF COPIES LICENSED.  You are authorized to use only a
single copy of the Software on the number of server(s)  for which
you have purchased a license as indicated on the accompanying
license certificate.  In addition to any copies authorized under
this license agreement, you may make a single copy of the Software
solely for backup purposes.  All copies of the Software must
include the copyright, trademark, and patent notices.  To purchase
a multiple computer LICENSE, contact PowerQuest at 1-800-379-2566
or sales@powerquest.com.

UPDATES, UPGRADES AND SUPPORT. You are entitled to receive
complimentary technical support for a period of 45 days from your
first call to PowerQuest technical support. This support period is
valid during the life of the product, which commences when the
product is released to manufacturing and ceases 6 months after the
release of the next major version of the product. Technical
support shall be limited to telephone or e-mail support from
PowerQuest’s offices, unless PowerQuest specifically agrees
otherwise. You are entitled to receive Software updates (updates
are indicated by version number changes to the right side of the
decimal) in accordance with PowerQuest policies as announced from
time to time on terms comparable to those offered to other users
of the Software under the server licenses.

TERM.  This license is effective from your date of purchase and
shall remain in force until terminated.  You may terminate the
license and this License Agreement at any time by destroying the
Software and the accompanying documentation, together with all
copies in any form.

3. BACKUP COPY.  Only ONE copy of the Software may be created for
archival or backup purposes.

4. NONPERMITTED USES.  Without the express prior written
permission of PowerQuest, you may not (a) use, copy, modify, alter
or transfer, electronically or otherwise, the Software or
documentation except as expressly permitted in this License
Agreement, or (b) translate, reverse program, disassemble,
decompile, or otherwise reverse engineer the Software.

5. EXPORT CONTROLS.  Certain uses of the Software by you may be
subject to restrictions under U.S. regulations relating to exports
and ultimate end uses of computer software.  You agree to fully
comply with all applicable U.S. laws and regulations, including
but not limited to the Export Administration Act of 1979 as
amended from time to time and any regulations promulgated
thereunder.

6. U.S. GOVERNMENT RESTRICTED RIGHTS.  If you are acquiring the
Software on behalf of any unit or agency of the United States
Government, the following provision applies:  It is acknowledged
that the Software and the documentation were developed at private
expense and that no part is in the public domain and that the
Software and documentation are provided with RESTRICTED RIGHTS.
Use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights
in Technical Data and Computer Software clause at DFARS 252.227-
7013 or subparagraphs (c)(1) and (2) of the Commercial Computer
Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
Contractor/Manufacturer is PowerQuest Corporation/P.O. Box
1911/Orem, UT 84059-1911/U.S.A.

7. LIMITED WARRANTY.  (a) PowerQuest warrants to you, the original
end user, (i) that the Software, other than third-party software,
will perform substantially in accordance with the accompanying
documentation and (ii) that the Software is properly recorded on
the disk media.  This Limited Warranty extends for ninety (90)
days from the date of purchase.  PowerQuest does not warrant any
third-party software that is provided with the Software, but
PowerQuest agrees to pass on to you any warranties of the owner or
licensor to the extent permitted by the owner or licensor.

(b) This Limited Warranty does not apply to any Software that has
been altered, damaged, abused, mis-applied, or used other than in
accordance with this license and any instructions included on the
Software and the accompanying documentation.

(c) PowerQuest's entire liability and your exclusive remedy under
this Limited Warranty shall be the repair or replacement of any
Software that fails to conform to this Limited Warranty or, at
PowerQuest's option, return of the price paid for the Software.
PowerQuest shall have no liability under this Limited Warranty
unless the Software is returned to PowerQuest or its authorized
representative, with a copy of your receipt, within the warranty
period.  Any replacement Software will be warranted for the
remainder of the original warranty period or 30 days, whichever is
longer.

(d) THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES
NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES
ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

(e) THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE
OTHERS WHICH VARY FROM STATE TO STATE.

(f) Your failure to return the enclosed registration card or
complete the electronic registration included with the Software
may result in PowerQuest's inability to provide you with updates
to the Software, and you assume the entire risk of performance and
result in such an event.

8. LIMITATION OF LIABILITY.  IN NO EVENT SHALL POWERQUEST'S
LIABILITY RELATED TO ANY OF THE SOFTWARE EXCEED THE LICENSE FEES
ACTUALLY PAID BY YOU FOR THE SOFTWARE.  EXCEPT FOR A RETURN OF THE
PURCHASE PRICE UNDER THE CIRCUMSTANCES PROVIDED UNDER THE LIMITED
WARRANTY, NEITHER POWERQUEST NOR ITS SUPPLIERS SHALL IN ANY EVENT
BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO
THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT
LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY
LOSS, EVEN IF POWERQUEST CORPORATION HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED ON
CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.

9. NO WAIVER. Any failure by either party to this agreement to
enforce a specific part of the agreement in a specific situation
is not a waiver of rights under the agreement. The party may still
enforce the rest of the agreement in that situation and may still
enforce some or all of the agreement in other situations.

10. This License Agreement constitutes the entire agreement
between you and PowerQuest pertaining to its subject matter.  This
License Agreement is governed by the laws of the State of Utah.
Any litigation arising from this license will be pursued only in
the state or federal courts located in the State of Utah.  Even if
part of the agreement is held invalid, the rest of the agreement
is still valid, binding and enforceable.

Should you have any questions concerning this Agreement, or if you
desire to contact PowerQuest Corporation for any reason, please
write:  PowerQuest Corporation/P.O. Box 1911/Orem, UT 84059-
1911/U.S.A.

Copyright 1994-1999, PowerQuest Corporation.  All rights reserved.
U.S. patents 5,675,769 and 5,706,472; other patents pending in the
U.S.A. and elsewhere.  PowerQuest and ServerMagic are trademarks
or registered trademarks of PowerQuest Corporation.
